SNPR Tortoise Acquisition Corp II

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February 21, 2023

Dear Stockholders of Volta Inc.:

You are cordially invited to attend a Special Meeting (which we refer to as the “Special Meeting”) of the stockholders of Volta Inc. (which we refer to as “Volta,” “we,” “us,” “our,” and the “Company”), which will be held virtually via the internet on March 29, 2023 beginning at 10:00 a.m. Eastern Time. The Special Meeting will be held in a virtual meeting format only via live webcast. There will not be a physical meeting location. You will be able to attend the Special Meeting online and vote your shares electronically by visiting https://www.virtualshareholdermeeting.com/VLTA2023SM (which we refer to as the “Special Meeting website”).

At the Special Meeting, you will be asked to consider and vote upon (1) a proposal to adopt the Agreement and Plan of Merger, dated as of January 17, 2023, as may be amended from time to time (which we refer to as the “merger agreement”), by and among Volta, Shell USA, Inc. (which we refer to as “Shell”) and SEV Subsidiary, Inc. (which we refer to as “Merger Sub”), which is a wholly owned subsidiary of Shell, pursuant to which Merger Sub will merge with and into Volta (which we refer to as the “merger”), and Volta will continue as the surviving corporation and become a wholly owned subsidiary of Shell; and (2) a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to constitute a quorum or to approve the proposal to adopt the merger agreement (which we refer to as the “adjournment proposal”).

If the merger is completed, you will be entitled to receive $0.86 in cash, without interest and less applicable withholding taxes, for each share of Volta Class A common stock, par value $0.0001 per share (which we refer to as “Volta common stock”), you own (unless you have properly exercised your appraisal rights with respect to such shares).

The board of directors of Volta (which we refer to as the “Volta board of directors”) has unanimously (1) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to, and in the best interests of Volta and the Volta stockholders; (2) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger; (3) approved the execution, delivery and performance of the merger agreement by Volta and the consummation of the transactions contemplated by the merger agreement, including the merger and the voting agreement, upon the terms and subject to the conditions set forth in the merger agreement; (4) directed that the adoption of the merger agreement be submitted to a vote of the Volta stockholders; and (5) resolved to recommend that the Volta stockholders vote in favor of the adoption of the merger agreement in accordance with Delaware law.

The Volta board of directors unanimously recommends that you vote (a) “FOR” the proposal to adopt the merger agreement and (b) “FOR” the adjournment proposal.

All Volta stockholders of record at the close of business on February 17, 2023, the record date for the Special Meeting, are welcome to attend the Special Meeting via the Special Meeting website. Every stockholder’s vote is important to us, so it is important that your shares are represented at the Special Meeting whether or not you plan to attend via the Special Meeting website. To ensure that you will be represented, please promptly vote by submitting the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone. You will also be able to attend the Special Meeting online and vote your shares electronically by visiting the Special Meeting website. If you plan to attend the Special Meeting, you will need the 16-digit control number included on your proxy card or voting instruction form that accompanies your proxy materials. If you attend the Special Meeting and vote via the Special Meeting website, your vote will revoke any proxy that you have previously submitted. If you hold your shares in street name, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you will receive from your broker, bank or other nominee.

The enclosed proxy statement provides detailed information about the Special Meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of the Volta board of directors in connection with its evaluation of the merger agreement and the merger. We encourage you to read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety. You may also obtain more information about Volta from documents we file with the Securities and Exchange Commission (which we refer to as the “SEC”) from time to time.

Your vote is very important, regardless of the number of shares of Volta common stock that you own. We cannot consummate the merger unless the proposal to adopt the merger agreement is approved by the affirmative vote of the holders of a majority of the shares of Volta common stock issued and outstanding and entitled to vote thereon. The failure of any stockholder to vote by ballot via the Special Meeting website, to submit a signed proxy card or to grant a proxy electronically over the internet or by telephone or an abstention from voting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If you hold your shares in street name, the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

If you have any questions or need assistance voting your shares of Volta common stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling the toll-free number at (800) 662-5200.

On behalf of the Volta board of directors, management and employees of Volta, thank you for your continued support of Volta and we appreciate your consideration of this matter.

Sincerely,

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated February 21, 2023 and, together with the enclosed form of proxy card, is first being mailed to Volta stockholders on or about February 21, 2023.

 

Only stockholders of record as of the close of business on February 17, 2023, the record date for the Special Meeting, are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. As required by our amended and restated bylaws, a list of stockholders of record entitled to vote will be available for inspection by stockholders of record for 10 days prior to the meeting, subject to our satisfactory verification of stockholder status, and will also be made available online during the Special Meeting via the Special Meeting website. If you are a stockholder of record and want to inspect the stockholder list, please send a written request to our Corporate Secretary at Volta Inc., 155 De Haro Street, San Francisco, CA 94103 to arrange for electronic access to the stockholder list.

The enclosed proxy statement provides detailed information about the Special Meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to this proxy statement. This proxy statement also describes the actions and determinations of the board of directors of Volta (which we refer to as the “Volta board of directors”) in connection with its evaluation of the merger agreement and the merger. We encourage you to read this proxy statement and its annexes, including the merger agreement, carefully and in their entirety. You may also obtain more information about Volta from documents we file with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”) from time to time. If you have any questions concerning the merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of Volta common stock, please contact our proxy solicitor:

Morrow Sodali LLC

333 Ludlow Street, 5^th Floor, South Tower

Stamford, CT 06902

Stockholders May Call Toll-Free: (800) 662-5200

Banks & Brokers May Call Collect: (203) 658-9400

VLTA.info@investor.morrowsodali.com

Stockholders who do not vote “FOR” the proposal to adopt the merger agreement will have the right to seek appraisal for the fair value of their shares of Volta common stock if they deliver a demand for appraisal before the vote is taken on the merger agreement and comply with all applicable requirements under Delaware law, which are summarized in this proxy statement and reproduced in their entirety in Annex C to this proxy statement.

The Volta board of directors unanimously recommends that you vote (a) “FOR” the proposal to adopt the merger agreement and (b) “FOR” the adjournment proposal.

By Order of the Board of Directors,

February 21, 2023

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING VIA THE SPECIAL MEETING WEBSITE, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED.

You may revoke your proxy or change your vote at any time before the Special Meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished to you by such broker, bank or other nominee, which is considered the stockholder of record, in order to vote. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. Your broker, bank or other nominee cannot vote on any of the proposals, including the proposal to adopt the merger agreement, without your instructions.

If you fail to return your proxy card, to grant your proxy electronically over the internet or by telephone, or to vote by ballot via the Special Meeting website, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a stockholder of record, voting by ballot via the Special Meeting website will revoke any proxy that you previously submitted. If you hold your shares through a broker, bank or other nominee, you must obtain from the record holder a valid proxy issued in your name in order to vote via the Special Meeting website.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the merger agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the merger and how it affects you. If you have any questions concerning the merger agreement, the merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Volta common stock, please contact our proxy solicitor:

Morrow Sodali LLC

333 Ludlow Street, 5^th Floor, South Tower

Stamford, CT 06902

Stockholders May Call Toll-Free: (800) 662-5200

Banks & Brokers May Call Collect: (203) 658-9400

VLTA.info@investor.morrowsodali.com

The following questions and answers are intended to address briefly some commonly asked questions regarding the Special Meeting, the merger agreement and the transactions contemplated by the merger agreement. These questions and answers may not address all questions that may be important to you as a Volta stockholder. Please refer to the section entitled “Summary” preceding this section and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, all of which you should read carefully.

Special Meeting online and vote their shares electronically during the meeting by visiting http://www.virtualshareholdermeeting.com/VLTA2023SM, which we refer to as the “Special Meeting website.” If you plan to attend the Special Meeting via the Special Meeting website, you will need the 16-digit control number included on your proxy card or voting instruction form that accompanies your proxy materials.

To ensure that you will be represented, we encourage you to promptly vote by submitting the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone. In certain circumstances, the Special Meeting could be adjourned to another time or place. All references in our proxy materials to the Special Meeting include any adjournment or postponement of the Special Meeting.

If you are a beneficial owner of shares held in street name and wish to vote at the Special Meeting via the Special Meeting website, you should contact your broker, bank or other nominee to obtain your specific control number and further instructions. If you are not a holder of record as of the close of business on the record date, you will be permitted to vote at the Special Meeting only if you have a valid legal proxy from a holder of record as of the close of business on the record date.

For a discussion of the factors that the Volta board of directors considered in determining to approve the execution and delivery of the merger agreement by Volta and to recommend the adoption of the merger agreement, please see the section entitled “The Merger (Proposal 1)—Recommendation of the Volta Board of Directors and Reasons for Recommendation” beginning on page 45 of this proxy statement. In addition, in considering the recommendation of the Volta board of directors with respect to the merger agreement, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of Volta stockholders generally. For a discussion of these interests, please see the section entitled “The Merger (Proposal 1)—Interests of Volta Directors and Executive Officers in the Merger” beginning on page 64 of this proxy statement.

As of the close of business on the record date, there were 174,578,460 shares of Volta common stock issued and outstanding, and entitled to vote at the Special Meeting. Each share of Volta common stock issued and outstanding as of the close of business on the record date will be entitled to one vote on each matter submitted to a vote at the Special Meeting.

Votes submitted by telephone or through the internet must be received by 11:59 p.m. Eastern Time, on March 28, 2023. Submitting your proxy, whether by telephone, through the internet or by mail, will not affect your right to vote should you decide to attend and participate in the Special Meeting virtually.

If a quorum is not present at the Special Meeting, the Special Meeting may be adjourned or postponed by the chairperson of the Special Meeting until a quorum is obtained pursuant to the authority granted under Volta’s amended and restated bylaws.

If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the Special Meeting.

If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” occurs and these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting.

then the proxy holders will vote your shares in accordance with the recommendations of the Volta board of directors on all matters presented in this proxy statement. Thus, your shares of Volta common stock will be voted:

The directors and executive officers of Volta have interests in the merger that may be different from, or in addition to, the interests of Volta stockholders generally. These interests are described in more detail in the section entitled “The Merger (Proposal 1)—Interests of Volta Directors and Executive Officers in the Merger” beginning on page 64 of this proxy statement.

The merger agreement provides that, at the effective time, each SPAC warrant that is outstanding as of immediately prior to the effective time will, in accordance with its terms under the SPAC warrant agreement, automatically and without any required action on the part of the holder thereof, cease to represent a SPAC warrant in respect of Volta common stock and will become a SPAC warrant exercisable for the merger consideration. If a holder of a SPAC warrant properly exercises its SPAC warrant within 30 days following the public disclosure of the consummation of the merger by Volta pursuant to a Current Report on Form 8-K filed with the SEC, the Warrant Price (as defined in the SPAC warrant agreement) with respect to such exercise will be reduced by an amount (in dollars and in no event less than zero) equal to the difference of (1) the Warrant Price in effect prior to such reduction minus (2) (a) the merger consideration minus (b) the Black-Scholes Warrant Value (as defined in the SPAC warrant agreement).

The merger agreement further provides that, at the effective time, each legacy warrant that is outstanding as of immediately prior to the effective time will, in accordance with its terms, automatically and without any required action on the part of the holder thereof, cease to represent a legacy warrant exercisable for Volta common stock and will become a legacy warrant exercisable for the merger consideration.

With respect to the performance-based Volta RSU awards, all outstanding and unvested performance-based Volta RSU awards will be canceled in connection with the merger, other than the founder awards. Under Mr. Mercer’s and Mr. Wendel’s separation agreements with Volta, the founder awards will fully vest in connection with the merger and be canceled and converted into the right to receive, with respect to each share of Volta common stock subject to their respective awards, the merger consideration, less all applicable withholding and other authorized deductions.

with the merger. Except in certain circumstances where Volta has entered into an alternative transaction to the merger, Volta would remain a public company, and shares of Volta common stock and the Volta public warrants would continue to be registered under the Exchange Act, as well as listed and traded on the NYSE. In the event that the merger agreement is terminated, in certain specified circumstances, the termination fee will be due and payable by Volta to Shell. See the sections entitled “The Merger Agreement—Termination Fee” beginning on page 93 of this proxy statement and “The Merger Agreement—Effect of Termination” beginning on page 94 of this proxy statement.

As described in the sections entitled “The Merger (Proposal 1)—Background of the Merger” beginning on page 31 of this proxy statement and “The Merger (Proposal 1)—Recommendation of the Volta Board of Directors and Reasons for Recommendation” beginning on page 45 of this proxy statement, in the event the merger agreement is not adopted by Volta stockholders, or if the merger is not completed for any other reason (other than pursuant to Volta’s acceptance of a superior proposal), it is likely that Volta would be required to promptly raise additional debt or equity capital, which may not be available, or commence voluntary bankruptcy proceedings. If this happens, Volta stockholders will be unlikely to receive as much value for their shares of Volta common stock as they would have received if the merger had taken place, and may not receive anything at all.

Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card or by sending a written notice of revocation to Volta, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Volta before the Special Meeting (such new proxy cards or written notices of revocation received by or with our last mail delivery before the Special Meeting begins will be counted).

If you hold your shares in street name through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions. You may also revoke your proxy by obtaining your specific control number and further instructions from your broker, bank or other nominee that holds the shares of record and voting your shares at the Special Meeting via the Special Meeting website or by proxy.

The requisite number of shares to approve the adjournment proposal is a majority of the voting power of the shares of Volta common stock entitled to vote on the adjournment proposal that are present at the Special Meeting via the Special Meeting website or represented by proxy at the Special Meeting and are voted for or against the adjournment proposal (provided that a quorum is present). An abstention from voting will have no effect on the outcome of the adjournment proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the broker, bank or nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the adjournment proposal.

Only shares of Volta common stock that are issued and outstanding as of the close of business on the record date are eligible to be voted on each of the two proposals and will be counted for purposes of determining whether a quorum is present at the Special Meeting.

The record date for stockholders entitled to vote at the Special Meeting is February 17, 2023. If you transfer your shares of Volta common stock after the record date but before the closing, unless you have granted a “legal proxy” to the purchaser as part of the transfer, you will have the right to vote at the Special Meeting, although you will have transferred your right to receive the merger consideration in the merger.

a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL that is attached as Annex C to this proxy statement. For additional information, see the section entitled “Appraisal Rights” beginning on page 101 of this proxy statement. Because of the complexity of the DGCL relating to appraisal rights, if you are considering exercising your appraisal rights, we encourage you to seek the advice of your own legal counsel.

Each Volta stockholder is urged to read the discussion in the section entitled “The Merger (Proposal 1)—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 69 of this proxy statement.

Because particular circumstances may differ, we recommend that holders of Volta common stock consult their own tax advisors to determine the U.S. federal income tax consequences relating to the merger in light of their own particular circumstances and any consequences arising under any state, local or non-U.S. tax laws or tax treaties.

or by electronic and facsimile transmission by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. Volta has engaged Morrow Sodali as proxy solicitor to assist in the solicitation of proxies for the Special Meeting. Volta estimates that it will pay Morrow Sodali a fee of up to $25,000, plus reimbursement of certain expenses. In addition, Volta may reimburse its transfer agent, brokerage firms and other persons or entities representing beneficial owners of shares of Volta common stock for their expenses in forwarding solicitation material to such beneficial owners.

Morrow Sodali LLC

333 Ludlow Street, 5^th Floor, South Tower

Stamford, CT 06902

Stockholders May Call Toll-Free: (800) 662-5200

Banks & Brokers May Call Collect: (203) 658-9400

VLTA.info@investor.morrowsodali.com

If your broker, bank or other nominee holds your shares, you should also call your broker,

bank or other nominee for additional information.

This proxy statement contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “likely,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions or the negative thereof. All forward-looking statements included in this proxy statement are based upon information available to us as of the filing date of this proxy statement, and, except to the extent required by applicable law, we undertake no obligation to update any of these forward-looking statements for any reason. You should not place undue reliance on forward-looking statements. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these statements. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include the factors identified in Volta annual report on Form 10-K for the year ended December 31, 2021, under the heading “Risk Factors,” as updated from time to time by Volta quarterly reports on Form 10-Q and other documents of Volta and amendments thereto on file with the SEC or in this proxy statement filed with the SEC by Volta, and the following factors:

Consequently, all of the forward-looking statements we make in this proxy statement are qualified by the information contained or incorporated by reference in this proxy statement, including, but not limited to, (1) the information contained under this heading; and (2) the information contained under the heading “Risk Factors” and information in our consolidated financial statements and notes thereto included in our most recent filing on our Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and subsequent periodic and interim report filings (and all amendments thereto) (see “Where You Can Find Additional Information” beginning on page 108 of this proxy statement). No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Volta is a Delaware corporation, and Volta common stock trades on the NYSE under the symbol “VLTA.” The Volta public warrants are listed on the NYSE under the symbol “VLTA.WS.” Volta primarily owns, operates and maintains a network of smart media-enabled charging stations for EVs across the United States and Europe. Revenue is primarily derived by selling paid advertising on our media-enabled charging station network, and installing and maintaining charging stations.

Volta was incorporated on July 24, 2020 as a Cayman Islands exempted company under the name Tortoise Acquisition Corp. II (which we refer to as “TortoiseCorp”) as a special purpose acquisition company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. On September 15, 2020, TortoiseCorp completed its initial public offering. Volta’s legacy business, Volta Industries, Inc. (which we refer to as “Legacy Volta”), was formed in Hawaii in 2010 and incorporated in Delaware on December 15, 2014. On August 27, 2021, TortoiseCorp consummated a business combination with Legacy Volta. In connection with the business combination, TortoiseCorp changed its name to Volta Inc. and domesticated as a Delaware corporation.

Our principal executive offices are located at 155 De Haro Street, San Francisco, California 94103, and our telephone number is (888) 264-2208.

Additional information about Volta is contained in our public filings, which are incorporated by reference in this proxy statement. See “Where You Can Find Additional Information” beginning on page 108 of this proxy statement.

Shell is a Delaware corporation, and the stock of its ultimate parent company, Shell plc, is traded on the London Stock Exchange, Euronext Amsterdam and the New York Stock Exchange (as American depository shares) under the symbol “SHEL.” Shell’s principal executive offices are located at 150 N. Dairy Ashford Rd., Houston, TX 77079, and its telephone number is (888) 467-4355.

SEV Subsidiary, Inc. is a Delaware corporation formed for the sole purpose of completing the merger with Volta. Merger Sub is a wholly owned subsidiary of Shell. Merger Sub has engaged in no other business to date except for activities pursuant to or in connection with the merger agreement, the merger and the other transactions contemplated by the merger agreement. Upon completion of the merger, Merger Sub will merge with and into Volta and will cease to exist. Merger Sub’s principal executive offices are located at 150 N. Dairy Ashford Rd., Houston, TX 77079, and its telephone number is (888) 467-4355.

We are furnishing this proxy statement to Volta stockholders as part of the solicitation of proxies by the Volta board of directors for use at the Special Meeting or any adjournment or postponement thereof. This proxy statement provides Volta stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting or any adjournment or postponement thereof.

This proxy statement is being furnished to Volta stockholders as part of the solicitation of proxies by the Volta board of directors for use at the Special Meeting to be held virtually via the internet by visiting https://www.virtualshareholdermeeting.com/VLTA2023SM on March 29, 2023 beginning at 10:00 a.m. Eastern Time or at any adjournment or postponement thereof. Volta has chosen to hold the Special Meeting solely by means of remote location (via the internet) and not in a physical location.

Only Volta stockholders as of the close of business on the record date and their authorized representatives may attend the Special Meeting.

If you plan to attend the Special Meeting, you will need the 16-digit control number included on your proxy card or voting instruction form that accompanies your proxy materials.

If you are a beneficial owner of shares held in street name and wish to vote via the Special Meeting website, you should contact your broker, bank or other nominee to obtain your specific control number and further instructions. To ensure that you will be represented, even if you plan to attend the Special Meeting via the Special Meeting website, we encourage you to promptly vote by submitting the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone.

If you attend the Special Meeting and vote by ballot via the Special Meeting website, your vote will revoke any proxy that you have previously submitted. Please contact your broker, bank or other nominee for instructions regarding obtaining your specific control number and further instructions.

This proxy statement and the enclosed form of proxy are first being mailed to Volta stockholders on or about February 21, 2023.

The primary purpose of the Special Meeting is for Volta stockholders to consider and vote upon the proposal to adopt the merger agreement. Volta stockholders holding a majority of the shares of Volta common stock issued and outstanding at the close of business on the record date and entitled to vote thereon must adopt the merger agreement in order for the merger to occur. If Volta stockholders fail to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached as Annex A to this proxy statement, and the material provisions of the merger agreement are summarized in the section of this proxy statement entitled “The Merger Agreement” beginning on page 74 of this proxy statement. Volta stockholders are also being asked to approve the adjournment proposal, which is one or more adjournments of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to constitute a quorum or to approve the proposal to adopt the merger agreement.

At this time, we know of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting, your shares of Volta common stock will be voted in accordance with the discretion of the appointed proxy holders.

The holders of record of Volta common stock as of the close of business on February 17, 2023, the record date for the Special Meeting, are entitled to receive notice of and to vote at the Special Meeting. As of the close of business on the record date, 174,578,460 shares of Volta common stock were issued and outstanding.

The presence at the Special Meeting of the holders of record of a majority of the shares of Volta common stock issued and outstanding and entitled to vote at the close of business on the record date, present via the Special Meeting website or represented by proxy, will constitute a quorum.

If a quorum is not present at the Special Meeting, the Special Meeting may be adjourned or postponed by the chairperson of the Special Meeting until a quorum is obtained pursuant to the authority granted under Volta’s amended and restated bylaws.

Once a share is represented at the Special Meeting, it will be counted for the purpose of determining a quorum at the Special Meeting. However, if a new record date is set for an adjourned Special Meeting, then a new quorum will have to be established.

Proxies received but marked as abstentions or submitted without voting instructions will be included in the calculation of the number of shares considered to be present for the purpose of determining a quorum at the Special Meeting. “Broker non-votes,” described below under the section entitled “The Special Meeting—Attendance; Voting; Proxies; Revocation—Shares of Volta Common Stock Held in Street Name” beginning on page 28 of this proxy statement, will not be included in the calculation of the number of shares considered to be present for the purpose of determining a quorum at the Special Meeting.

Holders of Volta common stock are entitled to one vote on each proposal submitted to a vote at the Special Meeting for each share of Volta common stock they own at the close of business on the record date.

For Volta to complete the merger, stockholders holding a majority of the shares of Volta common stock issued and outstanding at the close of business on the record date and entitled to vote thereon must vote “FOR” the proposal to adopt the merger agreement. A failure to vote your shares of Volta common stock or an abstention from voting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise and will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

The stockholders holding a majority of the voting power of the shares of Volta common stock entitled to vote on the adjournment proposal that are present at the Special Meeting via the Special Meeting website or represented by proxy at the Special Meeting and are voted for or against the adjournment proposal, must vote “FOR” the adjournment proposal to approve the adjournment proposal (provided that a quorum is present). An abstention from voting will have no effect on the outcome of the adjournment proposal. If your shares are held in street name by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, a “broker non-vote” will arise but will have no effect on the adjournment proposal.

At the close of business on the record date, directors and executive officers of Volta were entitled to vote 4,096,115 shares of Volta common stock, or approximately 2.35% of the shares of Volta common stock issued and outstanding on that date. Concurrently with the execution of the merger agreement, Shell entered into the voting agreement with each of Volta’s directors and executive officers, pursuant to which, among other things, and subject to the terms and conditions set forth in the voting agreement, each such director and executive officer agreed to vote his or her shares of Volta common stock “FOR” the proposal to adopt the merger agreement and “FOR” the adjournment proposal.

The directors and executive officers of Volta have interests in the merger that may be different from, or in addition to, the interests of Volta stockholders generally. These interests are described in more detail in the section entitled “The Merger (Proposal 1)—Interests of Volta Directors and Executive Officers in the Merger” beginning on page 64 of this proxy statement.

All holders of shares of Volta common stock as of the close of business on the record date, including stockholders of record and beneficial owners of Volta common stock registered in the street name of a broker, bank or other nominee, are invited to attend the Special Meeting via the Special Meeting website. During the Special Meeting, Volta stockholders will be able to vote their shares. If you are a beneficial owner of shares held in street name and wish to vote via the Special Meeting website, you should contact your broker, bank or other nominee to obtain your specific control number and further instructions.

Stockholders of record will be able to vote at the Special Meeting via the Special Meeting website (https://www.virtualshareholdermeeting.com/VLTA2023SM).

If you are a beneficial owner of shares held in street name and wish to vote at the Special Meeting via the Special Meeting website, you should contact your broker, bank or other nominee to obtain your specific control number and further instructions.

To ensure that your shares of Volta common stock are voted at the Special Meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the Special Meeting via the Special Meeting website.

If you are a stockholder of record, you may provide voting instructions by proxy using one of the following methods:

If you submit a signed proxy card or submit your proxy by telephone or the internet but do not specify how you want to vote your shares on a particular proposal, then the proxy holders will vote your shares in accordance with the recommendations of the Volta board of directors on all matters presented in this proxy statement.

If you fail to return your proxy card and you are a holder of record as of the close of business on the record date, unless you attend the Special Meeting and vote via the Special Meeting website, the effect will be that your shares of Volta common stock will not be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting, will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement and will have no effect on the vote regarding the adjournment proposal.

If your shares of Volta common stock are held in the name of a broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee as to how to vote your shares. You must follow the instructions of your broker, bank or other nominee in order for your shares of Volta common stock to be voted. Voting prior to the Special Meeting via the telephone and the internet will also be offered to Volta stockholders owning shares through certain brokers, banks and other nominees. If your shares of Volta common stock are not registered in your own name but are held through your broker, bank or other nominee and you plan to vote your shares at the Special Meeting via the Special Meeting website, you should contact your broker, bank or other nominee to obtain your specific control number and further instructions.

In accordance with the rules of the NYSE, brokers, banks and other nominees that hold shares of Volta common stock in street name for their customers do not have discretionary authority to vote the shares with respect to the proposal to adopt the merger agreement or the adjournment proposal. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to these proposals. Under such circumstance, a “broker non-vote” would arise. “Broker non-votes,” if any, will not be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting, will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement and will have no effect on the adjournment proposal.

Therefore, for shares of Volta common stock held in street name, only shares of Volta common stock affirmatively voted “FOR” the proposal to adopt the merger agreement will be counted as a vote “FOR” such proposal.

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it at any time before it is voted. If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the Special Meeting by:

Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. If you want to revoke your proxy by mailing a new proxy card or by sending a written notice of revocation to Volta, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Volta before the Special Meeting (such new proxy cards or written notices of revocation received by or with our last mail delivery before the Special Meeting begins will be counted).

If you hold your shares in street name through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions. You may also revoke your proxy by obtaining your specific control number and further instructions from your broker, bank or other nominee and voting your shares at the Special Meeting via the Special Meeting website.

An abstention occurs when a stockholder attends a meeting, either virtually or by proxy, but abstains from voting. Abstentions will be included as shares of Volta common stock present or represented at the Special Meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement, but will have no effect on the adjournment proposal (provided that a quorum is present).

The Special Meeting may be adjourned or postponed if necessary or appropriate, including for the purpose of soliciting a sufficient number of proxies “FOR” the proposal to adopt the merger agreement. In the event that a sufficient number of shares of Volta common stock is present at the Special Meeting via the Special Meeting website or represented by proxy, and voted “FOR” the proposal to adopt the merger agreement at the Special Meeting such that the Volta stockholder approval will have been obtained, Volta does not anticipate that it will adjourn or postpone the Special Meeting.

The Special Meeting may be adjourned by the affirmative vote of the holders of a majority of the voting power of the shares of Volta common stock entitled to vote on the adjournment proposal that are present at the Special Meeting via the Special Meeting website or represented by proxy at the Special Meeting and are voted for or against the adjournment proposal (provided that a quorum is present). If a quorum is not present at the Special Meeting, the Special Meeting may be adjourned or postponed by the chairperson of the Special Meeting until a quorum is obtained pursuant to the authority granted under Volta’s amended and restated bylaws. Any adjournment or postponement of the Special Meeting will allow Volta stockholders who have already sent in their proxies to revoke them at any time before their use at the Special Meeting that was adjourned or postponed.

The Volta board of directors has unanimously (1) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to, and in the best interests of Volta

and the Volta stockholders; (2) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger; (3) approved the execution, delivery and performance of the merger agreement by Volta and the consummation of the transactions contemplated by the merger agreement, including the merger and the voting agreement, upon the terms and subject to the conditions set forth in the merger agreement; (4) directed that the adoption of the merger agreement be submitted to a vote of the Volta stockholders; and (5) resolved to recommend that the Volta stockholders vote in favor of the adoption of the merger agreement in accordance with Delaware law (which we refer to as the “Volta board recommendation”).

The Volta board of directors unanimously recommends that you vote (a) “FOR” the proposal to adopt the merger agreement and (b) “FOR” the adjournment proposal.

Volta is paying the cost for the preparation, printing and distribution of the proxy materials. We may use the services of our directors, officers and employees, without additional compensation, to solicit proxies. Volta has engaged Morrow Sodali as proxy solicitor to assist in the solicitation of proxies for the Special Meeting. Volta estimates that it will pay Morrow Sodali a fee of up to $25,000, plus reimbursement of certain expenses. In addition, Volta may reimburse its transfer agent, brokerage firms and other persons or entities representing beneficial owners of shares of Volta common stock for their expenses in forwarding solicitation material to such beneficial owners.

We are permitted to send a single set of proxy materials to stockholders who share the same last name and address. This procedure is called “householding” and is designed to reduce our printing and postage costs. This means that we may send a single set of our proxy materials, containing a single copy of this proxy statement but separate proxy cards or voting instruction forms, for each stockholder in your household. We will promptly deliver a separate copy of our proxy materials to you if you contact our proxy solicitor Morrow Sodali by telephone toll-free at (800) 662-5200 or in writing at Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower Stamford, CT 06902. Such requests by street name holders should be made through their broker, bank or other nominee.

In addition, stockholders who share a single address, but receive multiple copies of this proxy statement, may request that in the future they receive a single copy by contacting (1) Volta at Volta Inc., 155 De Haro Street, San Francisco, California 94103, Attention: Corporate Secretary or by calling +1 (888) 264-2208 (if your shares are registered in your own name); or (2) your broker, bank or other nominee (if your shares are registered in street name).

On December 3, 2021, Mr. Lipsher and another member of Volta’s management spoke by video conference with Mr. Delpiano and another representative of Shell. Mr. Delpiano and the other representative of Shell discussed (1) the possibility of the Volta network of EV charging stations being rebranded as Shell Recharge Solutions, with the Shell group selling the power associated with such units and Volta selling the advertising associated with such units, (2) the Shell group adding Volta EV charging stations in the Shell group’s global network and at certain of its partner locations and (3) collaboration across both companies’ networks, where each party would bring customers to the other party.

On December 20, 2021, Mr. Lipsher and another member of Volta’s management spoke by video conference with Carlos Abreu, the Shell group’s Mobility Business Development & Ventures lead in the Americas and another representative of Shell to follow up on the December 3, 2021 discussion and to assess whether Shell was open to other strategic opportunities. Mr. Abreu was based in the United States with responsibility for strategic investment, acquisition and partnership opportunities in the e-Mobility space.

On January 6, 2022, at a meeting of the Volta board of directors held by video conference, Volta’s prior management team presented to the Volta board of directors an operating plan and budget that required Volta to raise between $300 million and $350 million of additional capital for Volta to pursue its growth strategy beyond June 30, 2022. Under the operating plan, if Volta was unable to raise such capital, Volta would not be able to continue pursuing its growth strategy beyond June 30, 2022 and Volta would need to significantly curtail its operations. The Volta board of directors concluded that the cost structure reflected in the proposed budget was unsustainable and directed Volta’s prior management team to provide further details regarding the proposed budget and cost structure, including Volta’s operating, hiring and expense management plans, plans for obtaining financing, and current and forecasted headcount needs, and directed Volta’s prior management team to come back to the Volta board of directors with another operating plan that addressed its concerns.

On February 7, 2022, Mr. Lipsher spoke by video conference with Mr. Abreu to follow up on Volta’s earlier discussions with him and another representative of Shell.

On March 14, 2022, certain members of Volta’s prior management team met for an in-person introductory discussion with Mr. Abreu, Mr. Delpiano and other representatives of Shell at Volta’s office location in San Francisco.

On March 28, 2022, Volta announced the resignations of Volta’s former Chief Executive Officer, Scott Mercer, and Volta’s former President, Christopher Wendel, as officers and employees of Volta and as members of the Volta board of directors.

Following the announcement of Volta’s 2021 financial results and the resignations of various members of Volta’s prior management team, the lenders that had been negotiating a potential debt facility with Volta terminated their discussions.

On April 7, 2022, Mr. Abreu spoke by video conference with a member of Volta’s management team to follow up after the March 14, 2022 meeting and to discuss Shell Recharge Solutions and its EV charging point management system software.

On April 15, 2022, Volta filed its annual report on Form 10-K for the year ended December 31, 2021 with the SEC, in which Volta’s external auditors included a “going concern” qualification in their opinion on Volta’s 2021 audited financial statements.

On May 5, 2022, Mr. Lipsher and Mr. Abreu spoke by video conference to follow up on their prior discussions.

On June 13, 2022, Volta announced several key leadership appointments, including the appointment of Vincent Cubbage as Volta’s Interim Chief Executive Officer.

Beginning in June 2022, at the direction of the Volta board of directors, Volta’s new management team introduced a series of cost reduction measures over the remainder of 2022, including workforce reductions that resulted in the termination or furlough of 27 employees in June 2022, 31 employees in September 2022 and 95 employees in October 2022, a hiring freeze, reductions of Volta’s expenditures on its external accounting fees, termination of third-party contractors, elimination of marketing campaigns, reductions in Volta’s real estate footprint and realignment of Volta’s product roadmap and growth strategy. Through these initiatives, Volta reduced its annualized

selling, general and administrative expenses by approximately $70 million from the first quarter of 2022 to December 2022. These actions, along with certain cash management initiatives, including extending payment terms with certain vendors and expediting the collection of accounts receivable, extended the endpoint of Volta’s anticipated available cash runway to January 2023.

In June 2022 and October 2022, Volta submitted amendments to an application that Volta had submitted in 2021 for government funding designated for EV charging under the U.S. Department of Energy’s Loan Programs Office. Throughout this period, Volta’s management explored other government funding opportunities and engaged in discussions with various government agencies regarding government funding. While these discussions are still ongoing, Volta has not been able to secure a commitment for government funding, and government funding alone would not provide the liquidity required in order to solve Volta’s liquidity concerns and allow it to continue to operate as an independent public company.

In early June 2022, Mr. Cubbage, at the request of the Volta board of directors, initiated discussions with Barclays Capital Inc. (which we refer to as “Barclays”) and Goldman Sachs & Co. LLC (which we refer to as “Goldman Sachs”) regarding their ability to provide financial advisory services to Volta.

In June 2022, the chairman of Party A, a publicly traded EV charging company, contacted John J. Tough, a member of Volta’s board of directors, regarding a potential unsolicited acquisition proposal. Mr. Tough directed the chairman of Party A to contact Mr. Cubbage.

On June 14, 2022, Mr. Tough, Mr. Cubbage and Katherine J. Savitt, the chairwoman of Volta’s board of directors, received an unsolicited letter from the chairman of Party A regarding a non-binding indication of interest for Party A to acquire Volta in a stock-for-stock merger that would have valued the Volta common stock at $2.75 per share upon signing. Mr. Cubbage shared the letter from the chairman of Party A with Volta’s litigation counsel, Wachtell, Lipton, Rosen & Katz (which we refer to as “Wachtell Lipton”).

In June 2022, Volta began preparations to commence a private capital raising process and engaged a placement agent (which we refer to as the “placement agent”) to assist Volta with the potential capital raising processes. Based on market information and conditions at the time, Volta sought to raise $300 million, through two components: a $150 million term loan and $150 million of redeemable preferred equity. Its marketing of the financing focused on financial sponsors that might be interested in the whole financing, either component of the financing or a portion of the financing as part of a syndicate with other financial sponsors.

On June 17, 2022, Volta engaged Barclays to provide financial advisory services to Volta relating to (1) corporate defense matters, (2) stockholder activism matters, (3) solicitations of proxies or consents in opposition to, or without the support of, the Volta board of directors, (4) unsolicited proposals for a transaction involving Volta or the Volta stockholders and (5) unsolicited attempts to change or influence the composition of all or a portion of the Volta board of directors, the governance of Volta or the Volta board of directors, or Volta’s strategy, management, business mix, capital structure, operations, return of capital plans or similar matters.

On June 20, 2022, at a meeting of the Volta board of directors held by video conference, the Volta board of directors discussed the unsolicited indication of interest received from the chairman of Party A. A representative of Wachtell Lipton reviewed with the Volta board of directors the fiduciary duties of the directors under Delaware law. Following the meeting, on June 20, 2022, Mr. Cubbage sent a letter to the chairman of Party A indicting that Volta would respond to him after the Volta board of directors had the opportunity to carefully review and consider his proposal.

On June 23, 2022, Mr. Lipsher (who had been promoted to Volta’s Chief Development Officer) and Mr. Abreu spoke by video conference to follow up on their May 5, 2022 discussion.

On July 1, 2022, Mr. Cubbage received a letter from the chairman of Party A inquiring as to the expected timing of Volta’s response to his proposal.

On July 4, 2022, at a meeting of the Volta board of directors held by video conference, the Volta board of directors discussed the unsolicited indication of interest received from the chairman of Party A. Representatives of Wachtell Lipton were present at the meeting. Following the meeting, Mr. Cubbage responded to the chairman of Party A indicting that Volta was reviewing and considering his proposal.

On July 5, 2022, Volta engaged Goldman Sachs as a financial advisor to assist it in connection with (i) shareholder activism and (ii) preparing for potential acquisition proposals and any other attempts to acquire control of Volta.

On July 21, 2022, at a meeting of the Volta board of directors held by video conference, the Volta board of directors discussed with representatives of Barclays, Goldman Sachs and Wachtel Lipton the unsolicited indication of interest received from the chairman of Party A.

Mr. Cubbage remained in contact with the chairman of Party A throughout July 2022 but did not engage in substantive acquisition discussions. Mr. Cubbage indicated to the chairman of Party A that the priorities of the Volta board of directors were for Volta to file its quarterly report on Form 10-Q for the quarter ended June 20, 2022 and to focus on its capital raising process.

Between July 2022 and November 2022, Volta, both on its own and through its placement agent, contacted 103 potential financial sponsors, 61 of which executed confidentiality agreements (most of which contained standstill obligations with a term of six months and which included a “don’t ask, don’t waive” standstill provision, which standstill obligations automatically terminated upon the signing of the merger agreement) with Volta, 53 of which were provided access to a comprehensive virtual data room to conduct due diligence on Volta, and 39 of which participated in initial meetings with Volta’s management. Draft indicative term sheets to facilitate investment negotiations were prepared and sent to 40 potential financial sponsor investors. This process yielded five preliminary or indicative term sheets, all of which were ultimately either withdrawn by the potential financial sponsor or rejected by Volta. For those that Volta rejected, none of the structures proposed in such term sheets provided the liquidity necessary to solve Volta’s liquidity concerns and to enable it to continue to operate as an independent public company.

The potential financial sponsors that provided reasons for declining to provide Volta’s requested financing cited, among other reasons, (1) broader macroeconomic uncertainty and market repricing across asset classes, (2) competitive pressures and declining media spending combined with inflationary pressures increasing Volta’s installation costs, (3) Volta’s cost structure and rate of cash expenditures, (4) Volta’s current unit economics required investors to rely heavily on the future development of Volta’s network in order for Volta to reduce its per unit cost and increase its revenue potential to enable investors to realize a sufficient return, (5) the amount of capital needed relative to Volta’s market capitalization to bring Volta’s cash flows to a break-even point, (6) the significant employee turnover, including departures of members of Volta’s senior management team, and (7) Volta’s limited cash flows available to service debt and preferred equity.

Between July 2022 and December 2022, Volta’s management contacted 17 parties, consisting of 11 companies in the EV charging (including Volta’s ongoing discussions with the chairman of Party A), parking management software, electrical contracting, real estate investment trust, retail and oil and gas industries, and 6 investment funds with investments in EV infrastructure, the gas station and convenience store industry and other industries (which companies and investment funds included Shell, Party C, a company contacted by both Volta’s management and Barclays, and Party E, a financial sponsor contacted by both Volta’s management and Goldman Sachs), regarding alternative financing arrangements for Volta (including a potential acquisition of Volta), as a result of which only Shell, Party C and Party E executed confidentiality agreements with Volta, none of which included a standstill provision. Volta did not enter into a confidentiality agreement with Party A. In addition, between July 2022 and December 2022, Volta’s management contacted and discussed with no fewer than nine other parties certain other potential strategic transactions, including equipment sales and financings, media hosting arrangements, co-selling and access to inventory arrangements and a potential sale of Volta’s European operations, none of which resulted in an actionable offer.

Throughout July and August 2022, Volta’s management regularly updated members of the Volta board of directors on key issues and developments with respect to Volta’s business and its efforts to obtain financing through holding periodic video conferences.

In September 2022, the Volta board of directors held five meetings by video conference to discuss the state of Volta’s business and finances, along with other challenges facing Volta. Mr. Cubbage provided updates on Volta’s cost reduction and cash and expense management efforts, the status of Volta’s capital raising efforts and alternatives available to Volta, including a potential “at the market” offering of Volta common stock, further cost reductions and potential strategic transactions. A representative of Wachtell Lipton was present at one of these meetings and reviewed with the Volta board of directors the fiduciary duties of the directors under Delaware law.

Beginning in September 2022, while Volta’s management and the Volta board of directors believed the value of Volta’s business and assets substantially exceeded the amount of its debts, Volta’s diminishing cash required Volta to consider different alternatives to address a potential cash shortfall to fund its continuing operations. Accordingly, while it worked to reduce its operating expenses, Volta began to consider whether it should file for bankruptcy in the

event Volta’s capital raising efforts were unsuccessful, and on September 19, 2022, Volta engaged Allen & Overy as Volta’s counsel in connection with a potential bankruptcy filing. As part of that process, Volta worked with its advisors to analyze the liquidation value of Volta’s EV charging network assets, including inventory, machinery and equipment, in order to attract rescue financing and/or debtor-in-possession financing (which we collectively refer to as “debtor-in-possession financing”) for a potential bankruptcy and to evaluate the potential results of a forced auction in the absence of new financing in a bankruptcy. Over the course of the remainder of the year, Volta took steps to prepare for a potential bankruptcy filing and to seek debtor-in-possession financing to support such a bankruptcy filing while it continued to pursue alternative value maximizing strategies.

Between September 2022 and December 2022, members of Volta’s management engaged in discussions with certain of Volta’s existing investors regarding a potential preferred equity financing under various scenarios. One such scenario included operating with a significantly reduced cost structure to preserve capital in an effort to bring its cash flows to a break-even point based on Volta’s existing business until additional capital could be raised to finance Volta’s growth, which would have required $100 million of additional capital to implement because of Volta’s limited liquidity, high cost structure and implementation expenses associated with further cost reductions, despite Volta’s recent success in reducing costs. After several rounds of meetings and due diligence, no offer of capital was provided, and these discussions were terminated in December 2022.

On September 14, 2022, Mr. Lipsher and another member of Volta’s management spoke by video conference with Mr. Abreu. Mr. Lipsher and the other member of Volta’s management discussed the change in Volta’s financial circumstances and inquired about the opportunity to discuss more seriously a relationship between Volta and Shell, including a potential full acquisition and a potential strategic equity investment or other commercial transaction.

Following the September 14, 2022 meeting, Mr. Lipsher and another member of Volta’s management had a series of calls with Mr. Abreu following up on their prior discussions.

On September 26, 2022, Volta entered into a Controlled Equity Offering^SM Sales Agreement with Cantor Fitzgerald & Co. (which we refer to as “Cantor Fitzgerald”) with respect to a proposed “at-the-market” offering of Volta common stock having an aggregate gross sales price of up to $150 million from time to time, which generated approximately $5 million of proceeds before the program was suspended at the end of October 2022 due to concerns over Volta’s liquidity and share price and the upcoming announcement of Volta’s financial results for the third quarter of 2022.

On September 28, 2022, Volta issued a press release announcing an organizational realignment to further reduce its costs and drive its strategic priorities and revised its revenue guidance for the quarter ended September 30, 2022, and withdrew its fiscal year 2022 revenue and installation guidance.

On September 30, 2022, Volta and Barclays entered into an indemnity letter covering services to be provided by Barclays to Volta in connection with a sale of Volta or certain of its assets.

Between September 2022 and November 2022, at the direction of Volta’s management, Goldman Sachs contacted 13 parties, consisting of 7 companies in the EV charging, automotive, oil and gas and gas station and convenience store industries, and 6 investment funds with investments in EV infrastructure and the gas station and convenience store industries (which companies and investment funds included Shell, Party A, Party F, an investment fund contacted by both Goldman Sachs and Barclays, Party E, a financial sponsor contacted by both Goldman Sachs and Volta’s management, and two other parties), regarding alternative financing arrangements for Volta (including a potential acquisition of Volta), as a result of which only Shell, Party E, Party F, and two other parties executed confidentiality agreements with Volta, none of which included a standstill provision.

Between September 2022 and November 2022, at the direction of Volta’s management, Barclays contacted 16 parties, consisting of 10 potential strategic purchasers or investors in the EV charging, automotive, gas station and convenience store and auto leasing industries, and 6 investment funds with investments in EV infrastructure (which companies and investment funds included Party F, an investment fund contacted by both Barclays and Goldman Sachs, and Party C, a company contacted by both Barclays and Volta’s management, and Party C’s financial sponsor, Party D), regarding alternative financing arrangements for Volta (including a potential acquisition of Volta), as a result of which only Party C, Party D, Party F and one other party executed confidentiality agreements with Volta, none of which included a standstill provision.

On October 6, 2022 and October 18, 2022, Mr. Cubbage and Mr. Lipsher engaged in discussions with the chairman of Party A. Due to concerns over challenges facing both Party A and Volta and the amount of capital that would be needed by a combined company consisting of Volta and Party A, the discussions moved from a stock-for-stock merger between Volta and Party A to a debt financing to be provided by Party B, the principal shareholder of Party A.

Between October 2022 and November 2022, members of Volta’s management engaged in discussions with Party B, the principal shareholder of Party A, regarding a potential $200 million debt financing. After conducting preliminary due diligence, Party B reduced the amount of potential debt financing to between $30 million and $40 million and included funding conditions with respect to reductions in operating expenses that Volta’s management did not believe it would have been able to satisfy without further damaging Volta and its prospects.

Between October 2022 and January 2023, members of Volta’s management engaged in discussions with three real estate investment trusts, including the landlord at several sites where Volta has installed EV charging stations, regarding financing to develop its network of EV charging stations and install additional EV charging stations. While the discussions with this landlord are ongoing, Volta has not yet been able to secure a commitment for network development and installation financing, and such financing alone would not provide the liquidity required to solve Volta’s liquidity concerns and to allow Volta to continue to operate as an independent public company.

On October 13, 2022, UBS Securities LLC (which we refer to as “UBS”), Shell’s financial advisor, reached out to Mr. Lipsher, on behalf of Shell, on a no-names basis to explore Volta’s interest in a change of control transaction.

On October 13, 2022, a representative of Goldman Sachs spoke with a representative from Shell regarding its potential interest in Volta.

On October 14, 2022, Mr. Abreu indicated to Mr. Lipsher that Shell, which only had access to publicly-available information regarding Volta at the time, could more effectively evaluate the potential for a strategic investment in Volta or acquisition of Volta if additional information were made available by Volta. The parties discussed putting in place a mutual nondisclosure agreement for this purpose and having Volta provide information to Shell through a virtual data room.

On October 17, 2022, at a meeting of the Volta board of directors held by video conference, Mr. Cubbage provided an update on the status of Volta’s capital raising efforts as well as on Volta’s discussions with its senior lender, EICF, regarding potential defaults under Volta’s existing term loan agreement.

On October 20, 2022, Volta and Shell entered into a mutual nondisclosure agreement, which did not include a standstill provision.

On October 24, 2022, Volta provided Shell access to a virtual data room. The data room included due diligence materials regarding Volta that were uploaded in advance of receiving Shell’s due diligence request list and additional material was added throughout the diligence process in response to Shell’s due diligence requests.

On October 25, 2022, Mr. Lipsher and other members of Volta’s management participated by video conference or in person in an initial management meeting and due diligence session with Jose Maria Linardi, Senior Deal Lead within the Shell group’s Acquisitions & Divestments group and Shell’s deal team lead, Mr. Abreu and other Shell representatives. Members of Volta’s management provided a general overview of Volta’s overall business, including Volta’s go-to-market strategy, site partner relationships and network operations, discussed the opportunities and challenges facing Volta’s business, and provided a more specific presentation on Volta’s media and advertising business.

On October 28, 2022, Mr. Lipsher and other members of Volta’s management participated by video conference in a management presentation and financial due diligence session with representatives of Shell and representatives of UBS. Members of Volta’s management provided an overview of Volta’s operating model and a set of financial projections prepared by Volta’s management in June 2022 in connection with its efforts to evaluate various scenarios to raise capital for Volta. These projections were based on several assumptions, including that Volta had access to the additional capital it needed to pursue its growth strategy, as described in the section entitled “The Merger (Proposal 1)—Projected Financial Information—Summary of the Projections—Growth Model Base Case” beginning on page 63 of this proxy statement. Members of Volta’s management also discussed the need to grow Volta’s business in order to achieve network scale that would allow Volta to reduce its unit cost and achieve greater revenue potential and the possibility of Volta obtaining government funding designated for EV charging.

On November 1, 2022, Mahesh Iyer (who is a Deal Execution Advisor within the Shell group’s Acquisitions & Divestments group), provided Volta with an initial business due diligence request list to enable Shell to advance its business due diligence in evaluating a potential strategic equity investment or other commercial transaction with Volta. On November 17, 2022, Mr. Iyer provided Volta with an initial legal due diligence request list to enable Shell to advance its legal due diligence in evaluating a potential strategic equity investment or other commercial transaction with Volta. Thereafter, and continuing through January 17, 2023, Shell provided Volta with supplemental business and legal due diligence requests, and Volta responded by making various due diligence materials available for Shell and its representatives in the virtual data room.

Additional due diligence sessions between representatives of Volta and Shall were held by video conference throughout November and December 2022 during which Mr. Lipsher and various members of Volta’s management responded to follow up due diligence inquiries from Shell representatives.

Additional meetings were held by video conference between Messrs. Cubbage, Lipsher and Linardi and another Shell representative on each of November 4, 2022 (which also involved other members of Volta’s management and other Shell representatives), November 18, 2022 and December 6, 2022 to discuss the process for the potential strategic equity investment or other commercial transaction, including scheduling future meetings, responding to questions, clarifying responses to due diligence inquiries and raising other issues. At these meetings, the Shell representatives expressed an interest in a full acquisition of Volta instead of a minority or majority equity investment. The Volta representatives indicated that Volta would likely require bridge financing to support Volta’s operations through the closing of any potential transaction, and that Shell should evaluate a potential acquisition from a replacement cost basis instead of based on a premium to Volta’s current stock price.

On November 7, 2022, at a meeting of the Volta board of directors held by video conference, Mr. Lipsher provided an update on the status of Volta’s capital raising efforts. At that same meeting, a representative of Allen & Overy reviewed with the Volta board of directors the fiduciary duties of the directors of a distressed company under Delaware law. As part of that presentation, the representative of Allen & Overy advised the Volta board of directors of best practices for the board of directors of a distressed company, and provided the Volta board of directors with an overview of a Chapter 7 liquidation and a Chapter 11 reorganization under the U.S. Bankruptcy Code.

On November 17, 2022, at a meeting of the Volta board of directors held by video conference, Mr. Cubbage provided an overview of Volta’s business and financial picture, including the status of Volta’s liquidity, cost reduction efforts and potential debtor-in-possession financing in the event Volta filed for bankruptcy. A representative of Barclays provided the Volta board of directors with an update regarding discussions with a potential strategic acquiror, Party C, and Party C’s financial sponsor, Party D, that was a potential investor or acquiror. Mr. Cubbage summarized his discussions with the chief executive officer of Party C. A representative of Goldman Sachs then provided the Volta board of directors with an update on Volta’s discussions with Shell and another financial sponsor, Party E, that was a potential investor or acquiror. Mr. Cubbage described the breadth of outreach by Volta’s management, and Barclays and Goldman Sachs at the direction of Volta’s management, in seeking alternative financing arrangements or potential transactions. The Volta board of directors continued its discussion regarding strategic alternatives, the challenges facing Volta, including its lack of liquidity, and other potential investors or acquirers. The Volta board of directors discussed the possibility of filing for bankruptcy and the benefits that bankruptcy protection could provide if Volta were unable to obtain additional capital. At the same time, the Volta board of directors recognized the importance of seeking alternatives to bankruptcy to maximize the value returned to Volta stockholders.

On November 21, 2022, at the direction of Volta’s management, representatives of Goldman Sachs and UBS held a call to discuss Volta’s business and liquidity requirements.

On November 22, 2022, at a meeting of the Volta board of directors held by video conference, Mr. Cubbage provided an update on Volta’s progress towards obtaining potential debtor-in-possession financing in connection with a possible bankruptcy filing. A representative of Allen & Overy provided an overview of the process of filing for bankruptcy with and without debtor-in-possession financing and other aspects of the bankruptcy process. The Volta board of directors discussed with representatives of Volta’s management the actions taken by Volta to obtain financing, including debtor-in-possession financing, and discussed the challenges facing Volta and the EV charging industry as a whole. Representatives of Volta’s management provided an update on Volta’s ongoing discussions with potential investors and strategic acquirors. The Volta board of directors authorized Volta’s management to proceed with preparations for a bankruptcy filing in the event it was necessary, including pursuing debtor-in-possession financing and preparing “day one” motions.

Between late November and early December 2022, Volta’s management contacted directly (or indirectly through introductions by its advisors, including by Allen & Overy) six potential sources of debtor-in-possession financing, none of which resulted in an actionable offer to provide debtor-in-possession financing to Volta. Of the six parties that Volta contacted, two executed confidentiality agreements with Volta, none of which included a standstill provision or an exclusivity provision that would have limited its discussions with other potential investors. Volta engaged in preliminary discussions with the two parties that had executed confidentiality agreements, but as a transaction with Shell became more likely, Volta prioritized its discussions with Shell and discontinued its discussions regarding potential debtor-in-possession financing did not continue.

On November 29, 2022, the placement agent terminated its engagement letter with Volta. On November 29, 2022, Goldman Sachs terminated its engagement letter with Volta, including its right to receive a fee for a transaction consummated during a post-termination tail period.

On December 2, 2022, Barclays terminated its engagement letter with Volta, including its right to receive a fee for a transaction consummated during a post-termination tail period. This termination did not impact the indemnity letter between Volta and Barclays relating to services provided by Barclays in connection with a potential sale of Volta or certain of its assets.

On December 5, 2022, at a meeting of the Volta board of directors held by video conference, Mr. Lipsher provided an update on the status of Volta’s ongoing capital raising efforts and recent discussions with potential investors and acquirors, including the ongoing due diligence being conducted by Shell. Mr. Cubbage and Brandt Hastings, Volta’s Chief Commercial Officer, provided an update on Volta’s liquidity position, steps taken to reduce Volta’s operating expenses, and ongoing efforts to reduce costs and conserve cash. A representative of Allen & Overy provided an update on Volta’s preparations for a potential bankruptcy filing and informed the Volta board of directors that Alvarez & Marsal had been engaged by Volta to prepare a management incentive plan (which we refer to as the “MIP”) to incentivize certain key employees to remain with Volta until the closing of a sale of Volta, and a key employee retention plan and key employee incentive plan that would replace the MIP in the event of a bankruptcy proceeding. Mr. Cubbage informed the Volta board of directors that Goldman Sachs, Barclays and the placement agent had each terminated their engagement letters with Volta. The Volta board of directors discussed Volta’s options with representatives of Volta’s management and the representative of Allen & Overy with respect to the likelihood of obtaining financing, potential strategic transactions and bankruptcy.

On December 15, 2022, members of Volta’s management, including Messrs. Cubbage, Lipsher and Hastings, as well as Drew Bennett, Volta’s Executive Vice President, Network Operations, Michael Schott, Volta’s Executive Vice President, Media Sales, and Richard Baker, Executive Vice President, Charging Solutions, held a full day management meeting at UBS’ offices in San Francisco, California, with representatives of the Shell group, including Mr. Linardi, Mr. Abreu and Barbara Stoyko, Senior Vice President of Mobility Americas for the Shell group. Representatives from Goldman Sachs and UBS were also present at the meeting.

After the meeting on December 15, 2022, Messrs. Cubbage, Lipsher and Hastings had dinner with Ms. Stoyko, Mr. Linardi and Mr. Abreu.

On December 17, 2022, at a meeting of the Volta board of directors held by video conference, Mr. Cubbage provided an update on the December 15, 2022 meeting with representatives of Shell. Mr. Cubbage noted that Shell’s representatives had indicated Shell would consider providing bridge financing to support Volta’s operations through the closing of a potential transaction with Shell, and Mr. Cubbage expressed the view that such financing would be fundamental to the certainty of a transaction between Volta and any potential investor. The Volta board of directors discussed the strategy for negotiating pricing terms with Shell and potential strategic defenses, if necessary. Mr. Cubbage also provided an update on the status of Volta’s discussions with other third parties regarding potential financing or acquisition transactions. Mr. Cubbage also provided an overview of the MIP that had been prepared by Alvarez & Marsal.

On December 19, 2022, Volta engaged Shearman & Sterling LLP (which we refer to as “Shearman & Sterling”) as Volta’s counsel in connection with corporate governance matters and a potential business combination transaction.

On December 23, 2022, Ms. Stoyko sent Mr. Cubbage a letter dated December 22, 2022 which presented Shell’s non-binding proposal to acquire Volta (which we refer to as the “December 23 proposal”) in an all-cash transaction

for a price of $0.65 per share of Volta common stock. As part of the December 23 proposal, Shell indicated that it was willing to consider providing interim bridge financing to support Volta’s operations from the execution of the definitive agreement until the earlier of the closing of the transaction or the termination of the definitive agreement.

On December 23, 2022, at a meeting of the Volta board of directors held by video conference to discuss the December 23 proposal, Mr. Cubbage reviewed with the Volta board of directors the efforts undertaken by Volta, with the assistance of its advisors, over the last several months to raise additional capital or procure an acquisition transaction. Mr. Cubbage also reviewed Volta’s efforts to reduce costs and conserve cash. Mr. Cubbage provided an overview of the process that led to the receipt of the December 23 proposal and summarized the key terms of the December 23 proposal, including Shell’s willingness to consider providing Volta bridge financing in order to help facilitate a closing of a potential transaction. The Volta board of directors evaluated the Shell proposal, including the absence of a financing contingency, the potential availability of bridge financing and the certainty of closing any proposed transaction with Shell relative to the possibility of other alternatives becoming available to Volta in the light of Volta’s efforts to develop strategic alternatives, including a sale of Volta to other potential buyers, over the preceding months. After discussion, the Volta board of directors instructed Mr. Cubbage and Mr. Lipsher to (1) continue engaging in discussions with Shell and to seek a higher per share offer price without risking Shell revoking the December 23 proposal, (2) request drafts of the definitive merger agreement and bridge loan documents from Shell and (3) discuss next steps of a potential transaction with Shell while also engaging with outside counsel to advance discussions.

On December 23, 2022, Volta received a letter from a financial sponsor, Party D, which presented Party D’s non-binding proposal to acquire Volta (which we refer to as the “Party D proposal”) in an all-cash transaction for a price range of $0.62 to $0.67 per share of Volta common stock. The Party D proposal did not include an offer to provide bridge financing. Volta also received an indication of interest from a digital display company to acquire certain assets from Volta, including Volta’s digital display screen network, in a sale leaseback transaction for a price range of $12 million to $15 million.

After the meeting of the Volta board of directors, on December 23, 2022, Mr. Cubbage and Mr. Lipsher spoke by video conference with Mr. Linardi and another representative of Shell. The parties discussed their impressions of the December 15, 2022 in-person meeting and the December 23 proposal. Mr. Cubbage (1) expressed disappointment with Shell’s offer price and tried to obtain improved financial terms from Shell, (2) requested that Shell provide a draft of the definitive merger agreement and a term sheet for the bridge loan documents in order to enable Volta to evaluate the conditionality of Shell’s proposed offer, (3) requested that Shell provide a list of any remaining areas of due diligence and (4) informed Shell that Volta had received an alternative acquisition proposal. The parties discussed a process for further price negotiations. Mr. Linardi indicated that Shell’s approach had changed given Shell’s due diligence and Volta’s need for bridge financing, both of which impacted Shell’s views on valuation.

On December 24, 2022, Mr. Cubbage and Mr. Lipsher spoke by video conference with representatives of Party D. Mr. Cubbage (1) expressed disappointment with the offer price range in the Party D proposal and tried to obtain improved financial terms from Party D, (2) asked whether Party D would consider providing bridge financing to support Volta’s operations through the closing of any potential transaction and (3) asked about the status of Party D’s due diligence. The representatives of Party D informed Mr. Cubbage that Party D was not interested in raising the price of its non-binding proposal or providing bridge financing to Volta, in part due to Party D’s estimate that an additional $500 million of capital investment would be required for Volta’s cash flows to reach a break-even point. Volta concluded that it was unlikely that Party D would improve the terms of the Party D proposal and did not engage in further discussions with Party D.

In late December, 2022, Mr. Cubbage and Mr. Lipsher contacted representatives of each of Goldman Sachs and Barclays to inform them of the December 23 proposal and asked whether they had an interest in being engaged to provide a fairness opinion to the Volta board of directors in connection with the proposed transaction with Shell. Representatives of each of Goldman Sachs and Barclays indicated that they were not interested in being engaged to provide a fairness opinion.

On December 27, 2022, a meeting of the Volta board of directors was held by video conference to further discuss the December 23 proposal. Mr. Cubbage informed the Volta board of directors that Shearman & Sterling had been engaged as Volta’s counsel for the potential transaction. Mr. Cubbage provided the Volta board of directors with an update regarding Volta’s discussions with Shell subsequent to the December 23, 2022 meeting of the Volta board of directors. Mr. Cubbage informed the Volta board of directors of the Party D proposal and of the December 24, 2022

video conference with representatives of Party D. Mr. Cubbage also provided the Volta board of directors with an update regarding Volta’s ongoing discussions with another potential financial sponsor, Party F, regarding either an investment in Volta or an acquisition of Volta. Mr. Lipsher and Mr. Cubbage provided the Volta board of directors with an overview of Volta’s current cash position and an update regarding Volta’s discussions with EICF, including Volta’s expectations that EICF would notify Volta of a default and that Volta was seeking to obtain a forbearance agreement from EICF. A representative of Allen & Overy provided the Volta board of directors with a further overview of the bankruptcy process and the potential for a court-directed auction sale as part of that process. Mr. Cubbage noted that representatives of Shell had previously indicated that Shell would likely not participate in a bankruptcy auction process because, for Shell, part of any deal value was in the employee base, and Shell expressed concerns that a bankruptcy filing would cause employee attrition from Volta to the point of value loss. A representative of Shearman & Sterling provided the Volta board of directors with an overview of a typical transaction process for an acquisition, including transaction structures, timeline and process, and the roles of a company’s board, management and advisors. Representatives of Shearman & Sterling and Wachtell Lipton reviewed with the Volta board of directors the fiduciary duties of the directors under Delaware law in connection with such a transaction. Mr. Cubbage noted that although several potential counterparties had completed extensive due diligence, no other potential bidder that remained interested in acquiring Volta was as far along in the due diligence process as Shell, and no potential bidders other than Shell had expressed an interest in providing bridge financing to Volta. Mr. Cubbage further noted that the situation with EICF could further deteriorate as time passed while other potential bidders conducted due diligence. After discussion, the Volta board of directors concluded that the December 23 proposal offer was the best alternative reasonably available to Volta and directed Volta’s management to pursue a transaction with Shell before Volta’s financial position further deteriorated while continuing to seek a higher per share offer price from Shell.

Additional meetings were held by video conference between Messrs. Cubbage, Lipsher and Linardi and another representative of Shell on December 27, 2022 and December 28, 2022 to discuss the due diligence process and remaining open due diligence requests from Shell, the process for documenting the proposed transaction, and the parties’ desire to continue negotiating price in parallel with negotiating definitive transaction documents.

On December 28, 2022, a representative of Shell provided a draft merger agreement and a draft term sheet for the proposed bridge financing to Volta. The draft merger agreement provided for the proposed transaction to be effected through a tender offer.

On December 29, 2022, Mr. Cubbage, Mr. Lipsher, Michelle Kley, Volta’s Executive Vice President, Chief Legal Officer and Corporate Secretary, and other members of Volta’s management participated by video conference in a due diligence session with Mr. Iyer and other representatives of Shell.

On December 30, 2022, Mr. Cubbage contacted a representative of Goldman Sachs regarding whether Goldman Sachs had an interest in being engaged to act as a non-exclusive financial advisor to Volta in connection with the proposed transaction with Shell. Later that day, representatives of Goldman Sachs and UBS held a call to discuss the December 23 proposal.

On January 1, 2023, a meeting of the Volta board of directors was held by video conference at which a representative of Shearman & Sterling reviewed and discussed the material issues presented in Shell’s drafts of the merger agreement and proposed bridge loan term sheet. The issues discussed included, among others, (1) that the bridge loan term sheet was prepared as if the bridge loan were a stand-alone financing transaction with representations, covenants, draw-down conditions, maturity dates, defaults and other provisions that did not align with similar provisions in the merger agreement, which could allow Shell to refuse to fund the bridge loan or call a default under the bridge loan while the merger agreement was still in effect, potentially resulting in the bridge loan creating conditionality under the merger agreement if Volta was unable to meet its obligations under the merger agreement due to a lack of financing, (2) that the bridge loan matured upon a termination of the merger agreement, which would put Volta in default under the bridge loan immediately upon termination of the merger agreement without providing Volta any opportunity to raise capital to repay the bridge loan, (3) the absence of a “go-shop period”, (4) the amount of the termination fee, which Shell proposed to be 3.75% of Volta’s equity value based on the aggregate merger consideration, and whether Volta should be responsible for Shell’s expenses in connection with the bridge loan in addition to the termination fee and (5) certain representations and warranties not being qualified by Volta’s SEC filings and not being subject to a “material adverse effect” standard at closing. The Volta board of directors noted the extent of the process conducted by Volta seeking various sources of financing, potential strategic or financial acquirors and alternative financing arrangements, and concluded that a “go-shop” period was not likely to increase

the prospects of a superior proposal emerging prior to the closing of any transaction with Shell, and directed Volta’s management and Shearman & Sterling to, among other things, eliminate as many gaps as possible between the merger agreement and the bridge loan agreement to increase the likelihood that Equilon would be required to fund the bridge loans and be unable to call a default under the bridge loans during the period in which the merger agreement is in effect, and to allow Volta time to refinance the bridge loans following a termination of the merger agreement. Mr. Cubbage provided the Volta board of directors with updates on Volta’s current cash position and Volta’s discussions with EICF regarding a forbearance agreement. The Volta board of directors also discussed the MIP, including that the closing of the merger would be expected to entitle several executive officers of Volta that are participants in the MIP to resign for “good reason” (as defined in the MIP) and receive benefits under the MIP. After discussion, the Volta board of directors approved the MIP.

On January 1, 2023, Goldman Sachs sent to Volta disclosures regarding certain of Goldman Sachs’ investment banking relationships with Shell plc.

On January 2, 2023, representatives of Goldman Sachs, at the direction of Volta’s management, held a call with UBS to inform them that Shell should submit an improved proposal to Volta.

On January 4, 2023, Mr. Cubbage and Mr. Lipsher spoke with a representative of Raymond James & Associates, Inc. (which we refer to as “Raymond James”) and asked whether Raymond James could provide a fairness opinion to the Volta board of directors in connection with the proposed transaction with Shell. Raymond James had previously been engaged by Legacy Volta in 2021 in connection with Legacy Volta’s business combination with TortoiseCorp and was familiar with Volta’s business.

Six additional meetings were held by video conference between Messrs. Cubbage, Lipsher and Linardi and another representative of Shell between January 2, 2023 and January 10, 2023 to discuss the timing and process for completing due diligence and the definitive transaction agreements. During these meetings the parties continued to negotiate the proposed purchase price. Additional due diligence and other working sessions covering regulatory filings, post-announcement communications, human resources and other subject areas in which various representatives of Volta and Shell participated were also held by video conference during this period.

On January 5, 2023, a representative of Shearman & Sterling sent revised drafts of the merger agreement and the bridge loan term sheet to Shell and Norton Rose Fulbright US LLP, counsel for Shell for the proposed transactions (which we refer to as “Norton Rose”).

On January 8, 2023, a representative of Shell provided a revised draft of the bridge loan term sheet to Volta and Shearman & Sterling. A representative of Norton Rose called a representative of Shearman & Sterling to discuss the possibility that approval under the French FDI law may be required in connection with the change of control of Volta’s French subsidiary, Volta France SARL, contemplated by the merger agreement.

On January 9, 2023, a representative of Norton Rose sent a revised draft of the merger agreement to Volta and Shearman & Sterling.

On January 9, 2023, representatives of Raymond James and members of Volta’s management participated in a due diligence call. Between January 9, 2023 and January 17, 2023, members of Volta’s management and representatives of Raymond James engaged in correspondence and conversations in connection with Raymond James’ financial analysis to prepare the Raymond James opinion.

On January 9, 2023, representatives of Shell spoke with representatives of EICF to discuss the proposed scope and priority of the collateral supporting Shell’s bridge loan to Volta. Thereafter, a representative of Shell was connected with a representative of EICF’s counsel, Chapman and Cutler LLP (which we refer to as “Chapman”), to discuss the intercreditor agreement and matters related to the bridge loan.

On January 10, 2023, Chapman provided a draft of the intercreditor agreement to Shell and Norton Rose. Representatives of Volta and Shearman & Sterling spoke by video conference with representatives of Shell and Norton Rose to negotiate the merger agreement and the bridge loan term sheet. Ms. Stoyko sent Mr. Cubbage a letter in which Shell increased the proposed purchase price to $0.75 per share of Volta common stock. Later that day, a representative of Shell provided to Volta and Shearman & Sterling a revised draft of the bridge loan term sheet.

On January 10, 2023, a meeting of the Volta board of directors was held by video conference to update the Volta board of directors on the status of the discussions with Shell, the various work streams involved in connection with the proposed transaction, and the potential engagement of Raymond James to provide a fairness opinion to the Volta

board of directors with respect to the consideration to be received by Volta stockholders in the proposed transaction. Mr. Cubbage reported that Shell had increased Shell’s proposed purchase price to $0.75 per share of Volta common stock and stated that he believed that there was still room for Shell to further increase the proposed purchase price. Representatives of Shearman & Sterling reviewed and discussed the material open issues presented in the current drafts of the bridge loan term sheet and the merger agreement, the circumstances under which the bridge loan would not be available and must be repaid, and how the bridge loan could create conditionality under the merger agreement. A representative of Shearman & Sterling also described for the Volta board of directors the “non-solicitation” and “fiduciary out” provisions of the merger agreement, which would entitle Volta to terminate the transaction with Shell and accept an unsolicited superior proposal. After discussion, the Volta board of directors instructed Mr. Cubbage and Mr. Lipsher to continue engaging in discussions with Shell and to seek a higher per share offer price.

On January 11, 2023, Paris-based representatives of Shearman & Sterling and Norton Rose discussed whether French FDI approval would be required in connection with the change of control of Volta’s French subsidiary, Volta France SARL, contemplated by the merger agreement and concluded that such a filing under the French FDI law would be required. U.S.-based representatives of Shearman & Sterling and Norton Rose discussed the impact of the French FDI approval requirement on the transaction structure and agreed to restructure the transaction as a single-step merger instead of a tender offer. A representative of Chapman provided a revised draft of the intercreditor agreement to Norton Rose and Shearman & Sterling.

Messrs. Cubbage, Lipsher and Linardi and another representative of Shell continued to speak daily by video conference between January 11, 2023 and January 17, 2023 to discuss the timing and process for completing due diligence and the definitive transaction agreements. During these meetings the parties continued to negotiate the proposed purchase price. Additional working sessions covering post-announcement communications, human resources and other subject areas in which various representatives of Volta and Shell participated were also held by video conference during this period.

On January 12, 2023, representatives of Shearman & Sterling spoke by video conference with representatives of Norton Rose to negotiate the unresolved terms of the merger agreement and the bridge loan term sheet. A representative of Shearman & Sterling provided to Shell and Norton Rose a revised draft of the bridge loan term sheet, and a representative of Chapman provided to Norton Rose and Shearman & Sterling a revised draft of the intercreditor agreement.

On January 12, 2023, Mr. Cubbage contacted a representative of Barclays regarding whether Barclays had an interest in being engaged to act as a non-exclusive financial advisor to Volta in connection with the proposed transaction with Shell.

On January 13, 2023, Barclays sent to Volta disclosures regarding Barclays’ relationships with Volta, Shell plc, Party D, Party F and certain other potential counterparties.

On January 13, 2023, a representative of Shearman & Sterling provided to Shell and Norton Rose a revised draft of the merger agreement, a representative of Norton Rose provided to Shearman & Sterling an initial draft of the bridge loan agreement, and a representative of Norton Rose provided to Chapman and Shearman & Sterling a revised draft of the intercreditor agreement. Representatives of Volta and Shearman & Sterling spoke by video conference with representatives of Shell and Norton Rose to negotiate the unresolved terms of the merger agreement and the bridge loan term sheet.

On January 14, 2023, Volta entered into an engagement letter with Raymond James pursuant to which Raymond James was engaged by Volta to deliver an opinion as to the fairness, from a financial point of view, of the consideration to be received by the holders of Volta common stock in connection with the proposed sale of Volta to Shell. On January 14, 2023, Raymond James sent to Volta disclosures regarding Raymond James’ relationships with Volta and Shell.

On January 14, 2023, Volta also entered into an engagement letter with Goldman Sachs pursuant to which Goldman Sachs was engaged by Volta on a non-exclusive basis for the purpose of providing advisory services to Volta with respect to a potential sale of Volta to Shell and to assist Volta in evaluating proposals that are received from potential purchasers, and/or to assist Volta in negotiating the financial aspects of a transaction. Goldman Sachs was not engaged to provide a fairness opinion or provide financial analyses or valuation advice. Pursuant to the engagement

letter between Goldman Sachs and Volta, Goldman Sachs will be entitled to receive a fee, which is contingent upon the consummation of the merger. Additionally, Volta has agreed to reimburse Goldman Sachs for certain of its out-of-pocket expenses, including attorneys’ fees, and has agreed to indemnify Goldman Sachs against certain liabilities.

On January 14, 2023, Volta also entered into an engagement letter with Barclays pursuant to which Barclays was engaged by Volta on a non-exclusive basis for the purpose of providing financial advisory services to Volta with respect to a potential sale of Volta to Shell. Barclays was not engaged to provide a fairness opinion. Pursuant to the engagement letter between Barclays and Volta, Barclays will be entitled to receive a fee, which is contingent upon the consummation of the merger. Additionally, Volta has agreed to reimburse Barclays for certain of its out-of-pocket expenses, including attorneys’ fees. Pursuant to the indemnity letter entered into between Volta and Barclays on September 30, 2022, Volta has agreed to indemnify Barclays against certain liabilities.

Between January 14, 2023 and January 16, 2023, representatives of Volta and Shearman & Sterling negotiated the unresolved terms of the merger agreement and bridge loan agreement with representatives of Shell and Norton Rose and negotiated the unresolved terms of the intercreditor agreement with representatives of Shell, Norton Rose, EICF and Chapman. Among other issues, representatives of Shearman & Sterling continued to negotiate to more closely align the terms of the bridge loan agreement with the terms of the merger agreement, including to apply the exceptions from the definition of “Volta material adverse effect” (as defined in the section entitled “The Merger Agreement—Material Adverse Effect” beginning on page 79 of this proxy statement) under the merger agreement to the definition of “material adverse effect” under the bridge loan agreement, and to more closely align the required accuracy of Volta’s representations and warranties under the bridge loan agreement in order to draw additional bridge loans with the required accuracy of Volta’s representations and warranties under the merger agreement in order to satisfy the closing conditions thereunder, as described in the section entitled “The Merger Agreement—Conditions to the Closing of the Merger” beginning on page 91 of this proxy statement. Shell also agreed to reduce the termination fee to 3.5% of Volta’s equity value based on the aggregate merger consideration, which is equal to $5,919,165. Representatives of Shearman & Sterling and Norton Rose also negotiated the voting agreement that Shell required each of Volta’s directors and executive officers to execute in support of the proposed transaction.

On January 15, 2023, the Volta board of directors met by video conference with Volta’s management, representatives of Goldman Sachs and Barclays and representatives of Shearman & Sterling. Mr. Cubbage provided an update on the status of Volta’s discussions with Shell and the negotiation of the merger agreement and the bridge loan agreement and summarized the remaining open issues. Mr. Cubbage summarized for the Volta board of directors the comprehensive process undertaken by Volta with the assistance of the placement agent between July 2022 and November 2022 to seek sources of financing, during which over 100 potential sources of debt and equity financing were contacted, and none of which resulted in a successful financing transaction for Volta. Mr. Cubbage also summarized the communications between Volta’s management, with the assistance of Goldman Sachs and Barclays in connection with their earlier engagements, and over 30 potential sources of alternative financing or acquirors, which did not result in an offer that was comparable or superior to the proposed transaction with Shell in terms of either price or certainty, including Shell’s provision of the bridge financing that would be fundamental to the certainty of any potential transaction. Mr. Cubbage also noted that the proposed transaction with Shell would provide more certainty to the Volta stockholders than a bankruptcy proceeding. Mr. Cubbage then summarized the cost reduction and cash management initiatives implemented by Volta’s management since June 2022, which had extended the endpoint of Volta’s anticipated available cash runway to January 2023 and allowed Volta time to seek available alternative transactions in an effort to increase returns to stockholders. However, Mr. Cubbage noted that Volta now had approximately two weeks of cash remaining to fund its operations and that, as a result, the only alternatives available to Volta were the proposed transaction with Shell or a bankruptcy filing. Mr. Cubbage indicated that he expected Shell to provide a “best and final” offer. Representatives of Raymond James joined the meeting and reviewed with the Volta board of directors Raymond James’ preliminary financial analysis regarding the fairness, from a financial point of view, of the consideration to be received by the holders of Volta common stock in connection with the proposed merger based on Shell’s proposed purchase price of $0.75 per share of Volta common stock. Representatives of Raymond James explained that a discounted cash flow analysis was considered but not used in connection with its financial analysis due to: (1) substantial doubt regarding Volta’s ability to continue as a going concern, which made the estimates of future cash flows highly speculative; and (2) the uncertainty regarding adequately risk-adjusting prospective cash flows and the potential for high levels of variance in year over year operating results. The representatives of Raymond James left the meeting after providing their analysis. A representative of Shearman & Sterling then reviewed with the Volta board of directors the material terms of the

merger agreement, a near final version of which had been provided to the Volta board of directors in advance of the meeting. The Volta board of directors, with the advice and assistance of Volta’s management and representatives of Shearman & Sterling, evaluated and discussed the terms of the merger agreement and the bridge loan agreement and the transactions contemplated thereby. The Volta board of directors considered whether the terms of the bridge loan agreement and intercreditor agreement, which required the third party making a superior proposal or its affiliate to refinance or purchase from Equilon the indebtedness outstanding under the bridge loan agreement in addition to paying the termination fee, would be preclusive and deter third parties that may consider making a superior proposal. In this regard, the Volta board of directors noted that Shell’s willingness to provide bridge financing to help facilitate the closing of a sale transaction was a critical factor in the Volta board of director’s support of the proposed Shell transaction, and that for an alternative proposal to be a superior proposal, the third party making such alternative proposal should expect to have to provide similar bridge financing and thus would not be deterred from making a superior proposal as a result of the bridge financing. Later that day the non-employee members of the Volta board of directors held an executive session to continue to discuss the proposed transaction with Shell and the alternatives available to Volta.

On January 15, 2023, Ms. Stoyko sent Mr. Cubbage a letter stating that Shell had increased its proposed purchase price to $0.86 per share of Volta common stock and indicated that this was Shell’s “best and final” offer.

On January 16, 2023, the Volta board of directors met with Volta’s management, representatives of Goldman Sachs and Barclays, and representatives of Shearman & Sterling and Wachtell Lipton to review the terms and conditions of the proposed transaction with Shell. The representatives of Shearman & Sterling and Wachtell Lipton reviewed the fiduciary duties of the directors under Delaware law, summarized the Volta board of directors’ process in evaluating the proposed transaction with Shell and compared the proposed transaction with Shell with the alternative of a bankruptcy proceeding. Mr. Cubbage provided a management presentation covering (1) Volta’s current status, (2) a review of Volta’s estimated 2022 financial results, (3) an overview of Volta’s cost structure and the cost reductions and cash management measures implemented by Volta’s management beginning in June 2022 and (4) a summary of Volta’s efforts to raise capital and to develop strategic alternatives, including a sale of Volta, over the preceding months. Mr. Cubbage noted that, because Volta had not received any actionable offers to provide equity or debt financing to Volta or to acquire Volta other than the offer from Shell, based on Volta’s current cash position the only alternatives available to Volta were the proposed transaction with Shell or a bankruptcy filing. A representative of Shearman & Sterling then reviewed with the Volta board of directors the material terms of the bridge loan agreement, a near final version of which had been provided to the Volta board of directors in advance of the meeting. Representatives of Raymond James joined the meeting and reviewed with the Volta board of directors Raymond James’ financial analysis regarding the fairness, from a financial point of view, of the consideration to be received by the holders of Volta common stock in connection with the proposed merger based on the proposed cash merger consideration of $0.86 per share of Volta common stock. Thereafter, at the request of the Volta board of directors, Raymond James verbally rendered its opinion to the Volta board of directors (which was subsequently confirmed in writing by delivery of the written Raymond James opinion addressed to the Volta board of directors dated January 17, 2023) to the effect that, as of that date and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth in the Raymond James opinion, the merger consideration to be received by the Volta stockholders in the merger pursuant to the merger agreement is fair, from a financial point of view, to such stockholders. After discussion and consideration of the financial and other information presented, and taking into consideration the factors deemed relevant by the Volta board of directors, including the factors described below in the section entitled “The Merger (Proposal 1)—Recommendation of the Volta Board of Directors and Reasons for Recommendation” beginning on page 45 this proxy statement, the Volta board of directors unanimously (1) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to, and in the best interests of Volta and the Volta stockholders; (2) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger; (3) approved the execution, delivery and performance of the merger agreement by Volta and the consummation of the transactions contemplated by the merger agreement, including the merger and the voting agreement, upon the terms and subject to the conditions set forth in the merger agreement; (4) directed that the adoption of the merger agreement be submitted to a vote of the Volta stockholders; and (5) resolved to recommend that the Volta stockholders vote in favor of the adoption of the merger agreement in accordance with Delaware law.

On January 16, 2023, a representative of Chapman provided to Shearman & Sterling and Norton Rose a draft forbearance agreement and eleventh amendment to the loan agreement (which we refer to as the “forbearance agreement”), pursuant to which, among other matters, EICF would agree to forbear from exercising its

default-related rights and remedies with respect to certain purported defaults claimed by EICF to have occurred under the existing term loan agreement, and to amend the existing term loan agreement to implement terms related to the bridge loan agreement and intercreditor agreement. Between January 16, 2023 and January 17, 2023, representatives of Chapman and Shearman & Sterling negotiated and finalized the terms of the forbearance agreement.

On January 17, 2023, representatives of Volta, Shell, Shearman & Sterling and Norton Rose held multiple calls to finalize the merger agreement and the bridge loan agreement. Shell accepted changes to the bridge loan agreement to more closely align the termination and default provisions of the bridge loan agreement with the termination and superior proposal provisions of the merger agreement, and Shell agreed in the merger agreement that any failure to provide bridge loans under the bridge loan agreement (regardless of whether Equilon is entitled to withhold funding under the bridge loan agreement) or any default under the bridge loan agreement would not constitute a “Volta material adverse effect” (as defined in the section entitled “The Merger Agreement—Material Adverse Effect” beginning on page 79 of this proxy statement) under the merger agreement (provided that the underlying causes of any such failure or default may be considered in determining whether a “Volta material adverse effect” has occurred under the merger agreement to the extent not otherwise excluded by another exception contained in the definition of such term). Representatives of Shearman & Sterling, Norton Rose, Shell and Chapman held multiple calls to finalize the intercreditor agreement, and Shell and EICF accepted changes to the intercreditor agreement with respect to the termination of the merger agreement in connection with a superior proposal to permit the third party making such superior proposal or its affiliate to refinance or purchase from Equilon the indebtedness outstanding under the bridge loan agreement.

On January 17, 2023, Raymond James delivered the written Raymond James opinion to the Volta board of directors to the effect that, as of that date and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the merger consideration to be received by the Volta stockholders in the merger pursuant to the merger agreement is fair, from a financial point of view, to such stockholders. The full text of the written opinion of Raymond James, dated January 17, 2023, is attached as Annex B to this proxy statement and is incorporated in this proxy statement by reference.

On January 17, 2023, the merger agreement was executed and delivered by each of Volta and Shell.

Also on January 17, 2023, the bridge loan agreement was executed and delivered by each of Volta, certain subsidiaries of Volta and Equilon, the intercreditor agreement was executed and delivered by Volta, certain subsidiaries of Volta, Equilon and EICF, and Volta and certain subsidiaries of Volta entered into the forbearance agreement with EICF.

On January 18, 2023, Volta borrowed $5 million under the bridge loan agreement. On January 31, 2023, Volta borrowed the second $5 million tranche under the bridge loan agreement.

On January 18, 2023, Volta issued a press release announcing the execution of the merger agreement.

On January 18, 2023, Volta directed Allen & Overy to continue preparing for a bankruptcy filing so that Volta would be in a position to file for bankruptcy protection if needed in the event the merger agreement is not adopted by the Volta stockholders, or if the merger is not completed for any other reason (other than pursuant to Volta’s acceptance of a superior proposal).

On January 18, 2023, Shell received evidence of the formation of Merger Sub from the Secretary of State of the State of Delaware, and on January 19, 2023, Merger Sub became a party to the merger agreement by executing and delivering to Volta and Shell a joinder to the merger agreement.

After considering the various factors described below, the Volta board of directors unanimously (1) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to, and in the best interests of Volta and the Volta stockholders; (2) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger; (3) approved the execution, delivery and performance of the merger agreement by Volta and the consummation of the transactions contemplated by the merger agreement, including the merger and the voting agreement, upon the terms and subject

to the conditions set forth in the merger agreement; (4) directed that the adoption of the merger agreement be submitted to a vote of the Volta stockholders; and (5) resolved to recommend that the Volta stockholders vote in favor of the adoption of the merger agreement in accordance with Delaware law.

The Volta board of directors unanimously recommends that you vote (a) “FOR”

the proposal to adopt the merger agreement and (b) “FOR” the adjournment proposal.

In evaluating the merger agreement and the transactions contemplated by the merger agreement, including the merger, the Volta board of directors consulted with Volta’s senior management and its outside legal and financial advisors and, in reaching its determination to recommend that Volta stockholders adopt the merger agreement, the Volta board of directors relied upon and considered numerous factors, including the material factors set forth below (the order in which the following factors appear does not reflect any relative significance):

The Volta board of directors considered Volta’s immediate need for additional capital, Volta’s current and historical business, financial condition, results of operations, competitive position, strategic options and prospects, and Volta’s near-term and long-term plan in the event Volta were to remain an independent public company, the risks and challenges associated with remaining an independent public company and the risks and uncertainties associated with either pursuing Volta’s growth strategy or operating with a significantly reduced cost structure to preserve capital, and the potential impact of those factors on the future trading price of Volta common stock, including risks related to:

emerge from any such bankruptcy proceeding as a restructured company, and whether the current Volta stockholders would retain any equity interest in any such restructured company.

The Volta board of directors also considered various risks and other countervailing factors related to entering into the merger agreement, including, among other things, the following (not necessarily in order of relative importance):

The Volta board of directors considered all of these factors and concluded as a whole that the uncertainties, risks and potentially negative factors relevant to the merger were outweighed by the potential benefits that it expected the Volta stockholders would realize as a result of the merger.

In considering the recommendations of the Volta board of directors, you should be aware that certain directors and officers of Volta have interests in the merger that are in addition to, or different from, any interests they might have as stockholders. For more information, see “The Merger (Proposal 1)—Interests of Volta’s Directors and Executive Officers in the Merger” beginning on page 64 of this proxy statement.

This discussion of the information and factors considered by the Volta board of directors includes the principal positive and negative factors considered by the Volta board of directors, but is not intended to be exhaustive and may

not include all of the factors considered by the Volta board of directors. In view of the wide variety of factors considered by the Volta board of directors in connection with its evaluation of the merger and the complexity of these matters, the Volta board of directors did not find it practicable to, and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the merger and to make its recommendations to the Volta stockholders. Rather, the Volta board of directors viewed its decisions as being based on the totality of the information presented to it and the factors it considered. In addition, individual members of the Volta board of directors may have given differing weights to different factors. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements” beginning on page 24 of this proxy statement. In addition, in arriving at its recommendation, the directors of Volta were aware of the interests of certain officers and directors of Volta as described in “The Merger (Proposal 1)—Interests of Volta’s Directors and Executive Officers in the Merger” beginning on page 64 of this proxy statement.

At the meeting of the Volta board of directors on January 16, 2023, representatives of Raymond James rendered Raymond James’ oral opinion, which was subsequently confirmed by delivery of the Raymond James opinion to the Volta board of directors dated as of January 17, 2023, as to the fairness, as of such date, from a financial point of view, of the Common Share Transaction Consideration (as defined in the Raymond James opinion) to the holders of Volta common stock, to be received by such holders pursuant to the merger agreement, based upon and subject to the procedures followed, assumptions made, matters considered, qualifications and limitations of the review undertaken in connection with the preparation of the Raymond James opinion.

The full text of the Raymond James opinion is attached as Annex B to this document. The summary of the Raymond James opinion set forth in this document is qualified in its entirety by reference to the full text of such opinion. Holders of Volta common stock are urged to read the Raymond James opinion in its entirety.

Raymond James provided the Raymond James opinion for the information and assistance of the Volta board of directors (solely in each director’s capacity as such) in connection with, and for purposes of, its consideration of the merger. The Raymond James opinion only addresses whether the Common Share Transaction Consideration to be received by the holders of the Volta common stock in the merger pursuant to the merger agreement is fair, from a financial point of view, to such holders. The Raymond James opinion does not address any other term or aspect of the merger agreement or the merger contemplated thereby. The Raymond James opinion does not constitute a recommendation to the Volta board of directors or to any holder of Volta common stock as to how the Volta board of directors, such stockholder or any other person or entity should vote or otherwise act with respect to the merger or any other matter.

In connection with its review of the proposed merger and the preparation of its opinion, Raymond James, among other things:

With Volta’s consent, Raymond James assumed and relied upon the accuracy and completeness of all information supplied by or on behalf of Volta, or otherwise reviewed by or discussed with Raymond James, and Raymond James did not undertake any duty or responsibility to, nor did Raymond James, independently verify any of such information. Raymond James did not make or obtain an independent appraisal of the assets or liabilities (fixed, contingent, derivative, off-balance sheet or otherwise) of Volta. With respect to the Projections, Liquidation Values and any other information and data provided to or otherwise reviewed by or discussed with Raymond James, Raymond James, with Volta’s consent, assumed that the Projections, Liquidation Values and such other information and data were reasonably prepared in good faith on bases reflecting the best then-currently available estimates and judgments of management of Volta or the party who prepared such Projections, Liquidation Values and such other information and data on behalf of Volta, and Raymond James relied upon Volta to advise Raymond James promptly if any information previously provided became inaccurate or was required to be updated during the period of its review. Raymond James was authorized by Volta to rely on the Projections and Liquidation Values and Raymond James expressed no opinion with respect to the Projections, Liquidation Values or the assumptions on which they were based. Raymond James relied upon and assumed, without independent verification, that the merger would be consummated in accordance with the terms of the merger agreement without waiver of, or amendment to, any of the conditions thereto. Raymond James also assumed that the terms of the merger agreement were the most favorable to Volta as could be negotiated under the circumstances. Furthermore, Raymond James assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the merger agreement were true and correct and that each party would perform all of the covenants and agreements required to be performed by it under the merger agreement without being waived. Raymond James also relied upon and assumed, without independent verification, that: (1) the merger would be consummated in a manner that complies in all respects with all applicable international, federal and state statutes, rules and regulations; and (2) all governmental, regulatory and other consents and approvals necessary for the consummation of the merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed, or amendments, modifications or waivers made, that would have an effect on the merger or Volta that would be material to its analysis or the Raymond James opinion.

While Raymond James was aware that in connection with the merger, Volta intended to enter into a certain loan agreement (which we refer to as the “bridge financing”) with an affiliate of Shell pursuant to which such affiliate of Shell would agree to provide a subordinated secured loan to Volta immediately following the execution of the merger agreement, and to make additional subordinated secured loans to Volta from time to time after the execution of merger agreement, Raymond James has undertaken no analysis of the bridge financing and made no assumptions regarding the bridge financing in providing the Raymond James opinion. Volta conveyed to Raymond James that it will enter into certain agreements (which were not reviewed or considered in Raymond James’ analyses or the

Raymond James opinion) related to the bridge financing to avoid any events of default before the consummation of merger. To summarize for the avoidance of doubt: (1) the Raymond James opinion did not consider the potential effects of availability of the bridge financing or lack thereof; and (2) Raymond James did not express any opinion as to the fairness of the bridge financing to any person or entity.

Raymond James expressed no opinion as to the underlying business decision to effect the merger, the structure or tax consequences of the merger, or the availability or advisability of any alternatives to the merger. The Raymond James opinion is limited to the fairness, from a financial point of view, of the Common Share Transaction Consideration to be received by the holders of Volta common stock in the merger pursuant to the merger agreement. Raymond James expressed no opinion with respect to any other reasons (legal, business, or otherwise) that may support the decision of the Volta board of directors to approve or consummate the merger. Furthermore, no opinion, counsel or interpretation was intended by Raymond James on matters that require legal, accounting or tax advice. Raymond James assumed that such opinions, counsel or interpretations had been or would be obtained from appropriate professional sources. Furthermore, Raymond James relied, with the consent of Volta, on the fact that Volta was assisted by legal, accounting, regulatory and tax advisors, and, with the consent of Volta, relied upon and assumed the accuracy and completeness of the assessments by Volta and its advisors, as to all legal, accounting, regulatory and tax matters with respect to Volta and the merger.

In formulating its opinion, Raymond James considered only the Common Share Transaction Consideration to be received by the holders of Volta common stock in the merger pursuant to the merger agreement, and Raymond James did not consider, and its opinion did not address, the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Volta, or such class of persons, in connection with the merger, whether relative to the Common Share Transaction Consideration or otherwise. Raymond James was not requested to opine as to, and the Raymond James opinion did not express an opinion as to, or otherwise address, among other things: (1) the fairness of the merger to the holders of any class of securities, creditors or other constituencies of Volta, or to any other party, except and only to the extent expressly set forth in the last sentence of the Raymond James opinion; or (2) the fairness of the merger to any one class or group of Volta’s or any other party’s security holders or other constituents vis-à-vis any other class or group of Volta’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration to be received in the merger amongst or within such classes or groups of security holders or other constituencies). Raymond James expressed no opinion as to the impact of the merger on the solvency or viability of Volta or the ability of Volta to pay their respective obligations when they come due.

The following summarizes the material financial analyses reviewed by Raymond James with the Volta board of directors during its meeting on January 16, 2023. The analyses relied upon the closing price of the common stock of the selected companies listed below as of January 13, 2023. Unless otherwise indicated, for each of the following analyses performed by Raymond James, financial and market data and earnings estimates for the selected companies were based on the companies’ filings with the SEC and certain publicly available research analyst estimates for those companies. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Raymond James, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Raymond James. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Raymond James. No company or transaction used in the analyses described below is identical or directly comparable to Volta or the contemplated merger.

Selected Companies Analysis. Raymond James analyzed the relative valuation multiples of eight publicly-traded companies that operate in the EV charging space and that Raymond James deemed relevant, including:

Raymond James calculated a financial multiple of firm value compared to number of charging stalls for each company, where “firm value” was defined as market value (equal to the total number of shares of common stock outstanding multiplied by the share price) plus net debt (equal to total debt plus the book value of non-controlling interests less the amount of cash and cash equivalents), and the “number of charging stalls” was the count of charging stalls that was publicly disclosed for each company. The analysis was prepared using: (1) Volta’s most recent twelve months results ended December 31, 2022 except for the share price, which was as of January 13, 2023; (2) share data for the selected companies as of January 13, 2023 except for (a) Ads-Tec share count, which was as of November 4, 2022, (b) Tritium share count, which was as of December 20, 2022, and (c) Allego’s share count, which was as of May 10, 2022; and (3) public filings and press releases for the selected companies (other than Volta) as of September 30, 2022 except for: (a) Ads-Tec balance sheet, which was as of June 30, 2022, (b) Tritium balance sheet, which was as of June 30, 2022, (c) ChargePoint balance sheet, which was as of October 31, 2022 and (iv) Wallbox cash balance, which was as of December 31, 2022. The public filing data or the press release data used in the analyses were not prepared or published in connection with the merger or at the request of Raymond James and may or may not prove to be accurate. Raymond James reviewed the mean, median, minimum and maximum relative valuation multiples of the selected public companies and compared them to corresponding valuation multiples for Volta implied by the Common Share Transaction Consideration. Furthermore, Raymond James applied the minimum and maximum relative valuation multiples of the owned and operating EV charging stall companies for the firm value/charging stalls metric to Volta’s financial data and determined the implied equity value per share of Volta common stock and then compared those implied equity values per share to the Common Share Transaction Consideration of $0.86 per share.

The results of the selected public companies analysis are summarized below:

Selected Transaction Analysis. Raymond James analyzed publicly available information relating to selected acquisitions of companies within the EV charging industry (which we refer to as the “selected transactions”) and prepared a summary of the relative valuation multiples paid in these transactions. The selected transactions (and related dates of announcement) used in the analysis included:

Raymond James examined the transaction value compared to the number of charging stalls for each acquired company, where transaction value was defined as the total acquisition price for each selected transaction, including a combination of cash, stock and earn out, subject to customary adjustments, and the number of charging stalls was the count of charging stalls that are publicly disclosed for each company. The analysis was prepared using: (1) Volta’s most recent twelve months results ended December 31, 2022 except for: (a) Volta’s fully diluted share count, which was 196,021,711 as of January 13, 2023 as provided by Volta’s management; and (b) Volta’s number of charging stalls, which was as of January 12, 2023; and (2) publicly available information regarding transaction value and number of charging stalls, as of January 13, 2023, for certain selected precedent acquisition transactions except for Electric Blue’s charging stalls, which included charging stalls that were committed for future delivery. Raymond James did not differentiate, for the purpose of this analysis, the nature of consideration (consisting of the mix of cash vs. stock consideration) offered in the selected transactions by acquirors. The public filing data used in the analyses were not prepared or published in connection with the merger or at the request of Raymond James and may or may not prove to be accurate.

Raymond James reviewed the mean, median, minimum and maximum relative valuation multiples of the selected transactions and compared them to corresponding valuation multiples for Volta implied by the Common Share Transaction Consideration. Furthermore, Raymond James applied the minimum and maximum relative valuation multiples for the transaction value/charging stalls metric to Volta’s financial data and determined the implied equity value per share of Volta common stock and then compared those implied equity values per share to the Common Share Transaction Consideration of $0.86 per share. The results of the selected transaction analysis are summarized below:

Liquidation Value Analysis. Raymond James prepared a liquidation analysis using information and assumptions provided by Volta’s management (which we refer to as the “Liquidation Value Analysis”). The Liquidation Value Analysis provides a summary of the liquidation values of Volta’s assets, including the recovery estimates under a low case scenario and a high case scenario, assuming a Chapter 7 liquidation in which a trustee appointed by the bankruptcy court (which we refer to as the “trustee”) would liquidate the assets of Volta. The analysis was prepared using Volta’s results for the year ended December 31, 2022 and other financial information provided to Raymond James by Volta. The analysis assumes, based on Raymond James’ experience with transactions and analyses of a similar nature, a 3% transaction fee for the trustee and $750,000 in fees for restructuring professionals per month. The Liquidation Value Analysis does not include: (1) estimates for the tax consequences that may be triggered upon the liquidation and sale of assets, which could lower potential recoveries; (2) estimated proceeds from insurance or indemnity recoveries; and (3) recoveries from any potential preference, fraudulent transfer, or other litigation or avoidance actions.

The net orderly liquidation value for ‘Inventory’ and ‘Machinery & Equipment’ line items were based on information provided by Volta. Other line items in the Liquidation Value Analysis were based on Volta’s balance sheet as of December 31, 2022. The Liquidation Value Analysis excludes operating leases, other non-current liability and warrant liabilities and assumes holders of Volta common stock would receive a range of $0.00/share (under the low case scenario) to $0.11/share (under a high case scenario). The Liquidation Value Analysis was prepared assuming that Volta’s Chapter 7 liquidation would commence on or around January 16, 2023 (which we refer to as the “conversion date”) and the trustee would be appointed to convert all of Volta’s assets into cash. Unless stated otherwise, the Liquidation Value Analysis is based on net book values as of December 31, 2022, which is assumed to be representative of Volta’s assets as of the conversion date. To be clear, there are additional factors that could negatively impact proceeds realized as set forth in the Liquidation Value Analysis, which include, but are not limited to: (1) turnover of key personnel; (2) challenging economic conditions; (3) delays in the liquidation process; and (4) withdrawal of marketing authorizations by regulatory bodies due to the Chapter 7 proceedings.

The Liquidation Value Analysis contains a number of estimates and assumptions that, although developed and considered reasonable by Volta’s management, are inherently subject to significant economic and competitive uncertainties and contingencies beyond the control of Volta and its management. The Liquidation Value Analysis presents information based on, among other information, Volta’s books and records and good-faith estimates regarding asset recoveries and claims resulting from a hypothetical liquidation under Chapter 7 of the Bankruptcy Code. The Liquidation Value Analysis is solely for the purpose of illustrating the effects of a hypothetical Chapter 7 liquidation of Volta, subject to the assumptions set forth therein. The Liquidation Value Analysis is not intended and should not be used for any other purpose. The Liquidation Value Analysis does not purport to be a valuation of Volta’s assets in the context of a holistic reorganization, and there may be a difference between the Liquidation Value Analysis and the values that may be realized in an actual liquidation. There can be no assurance as to values that would actually be realized in a Chapter 7 liquidation or when such values would be received, if at all. Additionally, the Liquidation Value Analysis does not represent a solvency opinion, and Raymond James is not opining on the solvency of Volta.

The results of the Liquidation Value Analysis are summarized below: